The Supervisory Board has set up three committees: the Finance and Audit Committee, the Appointments, Remuneration and Governance Committee and the Strategy Committee.
These committees have an advisory capacity and prepare certain Board meetings. They issue proposals, recommendations and opinions in their respective areas. The duties of these committees are approved by the Board.
The Finance and Audit Committee
Members: Jean-Claude Verdière (Chairman), Edward G. Krubasik, Vivienne Cox and Alexandra Shaapveld, i.e. four independent members out of a total of four.
It advises the Supervisory Board on the relevance and consistency of the accounting methods adopted for the preparation of the company and consolidated financial statements of Vallourec, particularly at the time of publication of the annual and half-year financial statements.
This Committee is informed of changes in the main financial aggregates and reviews the various elements of the Group’s financial strategy. The Finance abd Audit Committee supervises the selection of the Independent Auditors and issues an opinion on the fees charged.
The Chairman of the Supervisory Board may decide to refer to the Finance and Audit Committee any issue requiring the Board’s prior approval (transactions affecting the share capital, etc.), as well as any proposed acquisitions of significant value.
The Appointments, Remuneration and Governance Committee
Members: Michel de Fabiani (Chairman), Jean-Paul Parayre,Patrick Boissier and Jean-Claude Verdière, i.e. three independent members out of a total of four members.
Its duties are as follows:
- Appointments: preparation of the procedure used to select members of the Supervisory Board and Management Board and proposals for appointments and re-appointments. The Committee’s choice of candidates for appointment as members of the Board takes into account, in particular, the desired balance of the composition of the Board in view of the composition of, and changes in, the Company’s shareholder base.
- Remuneration: proposals concerning the amount and allocation of attendance fees paid to Board members, proposals concerning the remuneration of the Chairman of the Supervisory Board and of Committee members, opinion on the remuneration of members of the Management Board and on the Group’s share subscription and share purchase options policies and allocation of bonus shares.
- Governance: reviewing the operation of the management bodies, regularly examining the composition of the Supervisory Board and its Committees, preparing the annual assessment of the Board, reviewing and monitoring any conflicts of interest between a Board member and the Company and examining the independence of Board members.
In addition, the Committee is informed of decisions relating to the members of the Executive Committee and of their remuneration and succession plan.
The Strategy CommitteeMembers: Vivienne Cox (Chairman), Edward G. Krubasik, Jean-François Cirelli and Jean-Claude Verdière i.e. four independent members out of four.
The Strategy Committee contributes to drawing up the Group’s broad strategic orientations and its long-term strategy.