McPhy governance relies on the organization of the management and control committees. These are the Board of Directors and the Executive Committee, with three specialized committees.
Role of the Board of Directors
The McPhy Board of Directors defines the Group’s strategic orientations. It comprises ten directors with complementary skills and experience in energy and finance. Three are independent directors.
For further information about McPhy directors, their careers and expertise, please view their profile on the “Board of Directors” page.
|First appointed||End of term|
|Luc POYER||Chairman of the Board of Directors||25 November 2010 (as Member of the Supervisory Board)||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Pascal MAUBERGER||Honorary Chairman of the Board of Directors||30 June 2009 (as Chairman of the Board of Directors)||Annual general meeting approving the financial statements for the 2021 fiscal year|
|Jean-Marc AUBRY||Permanent representative of T.EN Technip Energies||07 January 2021||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Peter GERSTL||Permanent representative of Chart Industries, Inc||December 2021||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Eléonore JODER||Independent director||06 December 2020||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Jean-Marc LECHENE||Independent director||Co-opted on February, 08, 2022||Nomination to be proposed at the next annual general meeting|
|Myriam MAESTRONI||Independent director||21 May 2015||Annual general meeting approving the financial statements for the 2022 fiscal year|
|Laure MICHEL||Permanent representative of Bpifrance Investissement||27 July 2017||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Christelle ROUILLE||Permanent representative of EDF Pulse Croissance Holding||26 June 2018||Annual general meeting approving the financial statements for the 2023 fiscal year|
|Emmanuelle SALLES||Director||26 June 2018||Annual general meeting approving the financial statements for the 2023 fiscal year|
Role of the Executive Committee (COMEX)
Implementation of the McPhy Group strategy is the responsibility of a management team that combines unique skills and extensive experience in industrial gases and renewable energy sources. It comprises 14 Management representatives, also members of the Executive Committee.
For further information about their careers and expertise, please view their profile on the “Executive Committee” page.
Role of the Specialist committees
The McPhy Group has three specialist committees, each with at least half their members being independent directors. These committees do preparatory work for decisions taken by the Board of Directors; they draw up proposals, recommendations, or opinions according to the case at hand in their area of expertise.
The mission of the audit Committee is to monitor topics relating to the preparation and control of accounting and financial information, and to ensure the effectiveness of the risk monitoring and operational internal control system, in order to facilitate the exercise by the Board of Directors of its control and verification duties in this area.
Appointments and remuneration committee
The appointments and remuneration Committee is a specialized committee of the Board of Directors whose principal mission is to assist the Board in the composition of the Company’s and the Group’s management bodies, and in the determination and regular assessment of all compensation and benefits of the Company’s and the Group’s executive officers and/or senior managers.
A CSR Committee is to be set up within the appointments and remuneration Committee; whose main tasks will be as follows:
– To consider the CSR dimension of the major issues discussed by the Board of Directors (growth, restructuring, innovation, acquisitions, etc.) and address it regularly;
– Promote the existence of and participate in the work of a working group or an ad hoc Committee to address and deal with CSR issues in greater depth;
– Ask the Chairman to explain how CSR is taken into account in the company’s strategy in order to strategy in order to create value for the company and its stakeholders;
– Question Management on the CSR reporting carried out on a mandatory basis (or voluntary) basis with the different elements of measurement of the extra-financial performance;
– Consult the reports and, if necessary, interview the independent external experts having expressed́ an opinion on the company’s CSR performance (auditors, rating agencies, independent third-party organizations…) ;
– Monitor the CSR performance and its gradual rise within the company;
– Encourage reflection on the use of CSR criteria in the calculation of the variable portion of executive compensation and participate in its implementation.
Key contracts Committee
The mission of the key contracts Committee is to review commercial offers and sensitive contracts, in particular in the event that their conclusion is in conflict of interest, at the request of General Management, the Chairman of the Board of Directors or any of the Directors.
The policy on the compensation of corporate officers is divided into three separate policies: the policy on the compensation of directors, the policy on the compensation of the Chairman of the Board of Directors and the policy on the compensation of the Chief Executive Officer. Precise details can be found in section 13 of the Universal Registration Document (on page URD).
Pursuant to recommendation R6 of the MiddleNext corporate governance code concerning the principles of corporate governance for small and medium-sized companies, McPhy has decided to consolidate the guiding principles of operation of its Board of Directors within an internal regulation.