Pierre Pasquier
Chairman
Kathleen Clark
Director – Deputy Chairman
Pierre-Yves Commanay
Director
Nicole-Claude Duplessix
Independent Director
Emma Fernandez
Independent Director
Michael Gollner
Censor
Dominique Illien
Independant Director
Yann Metz-Pasquier
Director
Olivier Placca
Independent Director
Patrick Renouvin
Independent Director
Marie-Hélène Rigal
Director
Key Figures
11 Members (including a Censor)
40% Women
4 Nationalities Represented
7 Meetings in 2023
98 % Participation Rate in 2023
Committee membership
Committees
Audit Committee
Chairman: Dominique Illien
In 2023, the Audit Committee met 5 times with a 100% attendance rate of members.
Among the duties performed in 2023:
- review the financial statements including the green taxonomy;
- review the general risk map;
- monitor internal audit procedures and statutory auditors procedures;
- supervise and monitor anti-corruption procedures;
- monitor the implementation project for the new financial information system.
Compensation Committee
Chairman: Emma Fernandez
In 2023, the Compensation Committee met 4 times with a 96% attendance rate of members.
Among the duties performed in 2023:
- prepare company officer compensation policy;
- propose fixed and variable compensation including non-financial criteria and benefits granted to company officers;
- verify the application of rules defined for calculating variable compensation;
- verify the quality of the information provided to shareholders on compensation, benefits and options granted to company officers;
- prepare the free share grant policy and verify the implementation of related plans;
- prepare decisions concerning employee savings.
Nomination, Governance and Corporate Responsibility Committee
Chairman: Kathleen Clark
In 2023, the Nomination, Governance and Corporate Responsibility Committee met 6 times with a 94% attendance rate of members.
Among the duties performed in 2023:
- assess the Board of Directors’ activities & propose amendments;
- verify the application of rules of ethics and good governance;
- assess the status of the independent members of the Board of Directors particularly with regard to conflicts of interest;
- assess corporate responsibility commitments, and the NFPS;
- prepare the agenda of the General Meeting;
- provide a training plan to members of the Board;
- lead the review of regulatory documents and the Articles of Association;
- prepare deliberations of the Board of Directors on professional and employee equality;
- assess the proper performance of whistle-blowing procedure;
- ensure the classification and monitoring of current and regulated agreements.
2023 Universal Registration Document
For more information on Axway's Corporate Governance, please refer to Chapter 4 of the 2023 Universal Registration Document.