In accordance with the independence criteria adopted by the Board of Directors and introduced by the AFEP-MEDEF Code to which the Company refers, Ms. Françoise Gri will no longer be considered as independent as of June 2022 as she will have been a director for more than 12 years. In this regard, the Board of Directors has decided to appoint Mr. Dominique D’Hinnin to replace her as Lead Independent Director and Vice-Chairman of the Board of Directors at the end of the General Meeting of May 11, 2022.

 

Board Observer(s)

Article 21 of the bylaws:

The Board of Directors, upon the Chairman’s proposal, can appoint, up to a limit of a quarter of the number of directors in office, natural persons as observers (censeurs). The latter attend Board of Directors’ meetings where they can cast an advisory vote.

Their role is fixed by the Board of Directors pursuant to the legal and regulatory provisions in force and these bylaws.

Each observer (censeur) is appointed for a fixed term which is determined by the Board of Directors. The latter can however put an end to their duties at any time.

The observers (censeurs) can, in consideration for services rendered, receive compensation that is determined by the Board of Directors under the conditions provided for in the legal and regulatory provisions in force.

Edenred has not had an observer on its Board of Directors since December 31, 2019 (i.e., since the end of Mr. Philippe Citerne’s term of office as an observer).

 

Board Secretary

Excerpt from Article 14 of the bylaws:

The Board of Directors appoints a Secretary who can be chosen from outside its members.

Excerpt from Article I.10 of the Internal Regulations of the Board of Directors:

The Board of Directors Secretary calls members to meetings of the Board of Directors on behalf of the Chairman of the Board of Directors and draws up the minutes of Board of Directors meetings, which are then submitted to the Board of Directors for approval.

He/she sends the meeting files to the Directors on behalf of the Chairman of the Board of Directors or Chief Executive Officer in compliance with the procedures described in Article I.3 of these Internal Regulations, and generally responds to requests from Directors for information about their rights and obligations, the Board of Directors’ practices or the life of the Company.

His/her duties also include obtaining up-to-date copies of the documents disclosing Directors’ potential conflicts of interests as described in the Directors’ Charter.

Lastly, the Board of Directors Secretary attends the meetings of the Board committees as needed, at the request of the Chairman of the Board of Directors or the Chief Executive Officer or with the agreement of the committees Chairmen, and may also be given the task of sending meeting files to the members of the committees.

Mr. Philippe Relland-Bernard was named Board Secretary at the Board meeting of June 29, 2010.

 

6.1.1.2 Absence of conflicts of interest and convictions, and service contracts

Absence of conflicts of interest

To the best of the Company’s knowledge, in the past five years:

  • there have been no potential conflicts of interest between the duties of the Chairman and Chief Executive Officer or the members of the Board of Directors with regard to the Company and their other duties or private interests. Where necessary, the “Transparency and prevention of conflicts of interests” section of the Director’s Charter and Article I.8 of the Board of Directors’ Internal Regulations govern the prevention of conflicts of interest for all members of the Board of Directors;
  • there have been no family ties between the aforementioned persons;
  • no arrangements or understandings have been entered into with a shareholder, customer, supplier or other party under which one of the aforementioned persons was selected;
  • no restriction other than legal has been accepted by any of the aforementioned persons concerning the disposal of their interest in the Company’s share capital;
  • no loan or guarantee has been granted or made by the Company in favor of the aforementioned persons. No asset necessary for operations belongs to one of the aforementioned persons or to their family.

 

Absence of convictions

To the best of the Company’s knowledge, in the past five years:

  • no conviction for fraud has been handed down against the Chairman and Chief Executive Officer or any of the members of the Board of Directors;
  • none of the aforementioned persons has been involved in any bankruptcy, receivership, liquidation or company put into administration proceedings;
  • none of the aforementioned persons has been the subject of an official public incrimination or sanction handed down by statutory or regulatory authorities;
  • none of the aforementioned persons has been disqualified by a court from acting as member of an administrative, management or supervisory body of an issuer, or from acting in the management or conduct of business of an issuer.