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Since its creation in December 1995,
Geodis has always taken care of the
smooth running of its corporate bodies
in accordance with their legal and best
practice obligations, as well as the full
transparency of the information given
to its shareholders and the market.
Thus, from summer 1997, Geodis Board
of Directors implemented specialised
committees for preparing and
facilitating the duties of the Board.
From May 2003, three independent
Directors offered the benefits of their
experience to the Board. This expertise
was acquired outside the transport
and logistics sector, thus guaranteeing
an independent consideration of the
questions likely to arise in the event
of conflicts of interests.
In addition, since December 2004, the
Board of Directors formalised in an internal
regulation, the terms and conditions of
the exercise of its duties, particularly in
the area of the review and approval of the
major strategic, economic and financial
commitments of the Geodis group, budget
approval, and the agreement granted
for significant acquisitions, partnerships
or restructuring.
Three specialised committees were
formed in order to prepare decisions of
the Board on specific matters.
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The Audit and Accounts Committee’s mission comprises the review of draft
financial statements to be submitted to
the Board, the verification of the correct
application of accounting principles
and standards and the reliability of the
flow of information. It also reviews the
summary of company risks, the conditions
under which the Statutory Auditors’
assignment was carried out, as well as
control and audit procedures.
The Executive Management Remuneration
Committee’s main mission is to advise
the Board on the recruitment, appointment
or removal of Geodis executive officers,
to propose to the Board the fixed, or
proportional remuneration and other
benefits of the Chairman & Chief Executive
Officer and, as the case may be, the Chief
Executive Officer. It proposes to the Board
the setting-up or renewal of stock option
plans, on the initiative of the Executive
Management. The Committee also gives its
opinion on the suitability of an Independent
Director candidate for an Administrative
position or a Director.
The Strategic Committee’s main mission
is to consider the positioning of the
Geodis group in the different markets
in which it operates, on the major areas
of development of the Group for the
medium to long term as well as on
the resources necessary to undertake
this development. It can also examine
the adequacy of the composition and
operation of the Board and the specialised
committees to the proper fulfilment of
missions that have been allocated to them.
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