For a company focused on sustainable development it is essential that the system of governance reflects the long-term relationships that Veolia fosters with its clients.
On February 29, 2012, the Board of Directors of Veolia Environnement reaffirmed the relevance of the strategic initiative communicated in the second half of 2011 and renewed its confidence in the Chairman and CEO, Antoine Frérot.
The Board's main conclusions
On March 15, 2012, the Board reconvened and recognized the conclusion of the terms of office of four directors - Jean-Francois Dehecq, Esther Koplowitz, Serge Michel and Georges Ralli - and proposed a series of resolutions relating to the Board's composition for consideration at the Annual Shareholders' Meeting on May 16, 2012, including:
- the cooptation of Caisse des Depots et Consignations CFO Olivier Mareuse as his company's representative on the Board, replacing Augustin de Romanet de Beaune;
- renewal of the appointment of Serge Michel as director; and
- appointment of four new directors - Jacques Aschenbroich, Maryse Aulagnon, Nathalie Rachou and Groupama SA, represented by Georges Ralli.
If these proposals are approved, the Board of Directors will have 17 members and one censeur.
The Board of Directors is assisted by three committees with specific remits:
The Audit and Accounts Committee
This committee meets at the initiative of its chairman or at the request of the Chairman of the Board at least five times a year. In 2011, it met seven times.
Its work focused on reviewing the annual and interim accounts as well as the main accounting decisions, impairment testing of assets and at-risk contracts.
The Committee examined summaries and internal audits conducted during 2010 and the first half of 2011 and approved the internal audit program for 2012.
It also conducted other reviews, including the deployment of the Agora information system, the system of risk management and the financing of planned transactions.
The Nominations and Compensation Committee
This committee met three times in 2011 and focused primarily on the evolution of the Board's composition and the selection of new directors, proposals and recommendations to the Board regarding the remuneration of the CEO and Executive Committee and evaluation of the independence of directors.
The Research, Innovation and Sustainable Development Committee
This committee met six times in 2011.
It interviewed the directors of sustainable development and Veolia Environnement Research and Innovation (VERI).
It reviewed the evolution of several themes within the company including:
- Human and budgetary resources allocated for innovation and sustainable development;
- communication between VERI and the divisions and/or operating teams; and
- identification and advancement of innovations.