Governance

Board Committees

The Groupe Fnac Darty Board of Directors may decide to set up permanent or temporary committees from among its members in order to facilitate the operations of the Board and to provide effective assistance in preparing its decisions. These committees, under the responsibility of the Board, are charged with examining the subjects that the Board or its Chairman submits for their examination and advice to prepare the work and decisions of the Board.

To date, four committees have been established: an Audit Committee, an Appointments and Compensation Committee, a Corporate, Environmental and Social Responsibility Committee and a Strategy Committee.

Audit committee

The Audit Committee is a special committee of the Board of Directors whose main missions are oversight of the preparation of financial information. In this context, it must ensure that the Group’s internal control and risk management procedures are implemented, the individual company and consolidated financial statements are reviewed by the Company’s statutory auditors and the rules regarding the independence and objectivity of the statutory auditors are obeyed.

The Committee may take all measures it deems necessary to carry out its missions.

The Committee shall meet at least four times a year, and as many times as it deems necessary. The meetings of the Committee are recorded in written form and approved.

The Groupe Fnac Darty Audit Committee is composed of three directors: Caroline Grégoire Sainte Marie (independent director), Daniela Weber-Rey (independent director) and Sandra Lagumina (independent director), who is the chairman of the committee.

The Committee is comprised of three members, none of whom can be an executive officer of the Company and at least two of whom must be independent according to the independence criteria adopted by the Company in accordance with the AFEP-MEDEF Code.

The members of the Audit Committee are all known for their competence with regard to finance, accounting and/or the reviewing of financial statements, combining their expertise in the field of executive and operational management or the financial management of banking institutions and/or companies, as confirmed by their professional experience.

Appointments and Compensation Committee

The mission of the Appointments and Compensation Committee is to assist the Board in determining the membership of the Company’s and Group’s governing bodies and in the due assessment of all compensation and benefits of the Group’s senior management and executives.

The Appointments and Compensation Committee is comprised of three directors: Brigitte Taittinger-Jouyet, independent director and Chairman of the Committee, Javier Santiso, independent director, and Franck Maurin, director representing employees (since 2021).

Accordingly, in compliance with the AFEP-MEDEF Code’s criteria, the independent directors constitute at least two thirds of the Appointments and Compensation Committee.

Corporate, Environmental and Social Responsibility Committee

The mission of the Corporate, Environmental and Social Responsibility Committee is to examine the Company’s corporate, environmental and social policies.

This committee reviews the actions and results of the past year and presents the strategic directions of Groupe Fnac Darty for the current year.

The topics addressed include social dialogue, equality of treatment, gender equality, youth and senior employment, diversity, management of environmental impacts, cultural action and solidarity, and sourcing in Asia for retailers’ brands or products licensed under the Darty trademark.

The Committee also ensures that the information published in the Registration Document has been validated by an independent third-party organization (ITP) that certifies their compliance with the requirements of paragraphs 5 and 6 of Article L. 225-102-1.

The committee is composed of five directors: Daniela Weber-Rey (independent director), Brigitte Taittinger-Jouyet (independent director), Caroline Grégoire Sainte Marie (independent director), Enrique Martinez and Jean-Marc Janaillac (independent director), who is the chairman of the committee.

Strategy Committee

The Strategy Committee is a special committee of the Board of Directors whose missions are: to study the major strategic directions in which the Group could be taken by its leaders; to analyze the competitive environment, the main issues facing the Group and the corresponding medium- and long-term outlooks for the Group; and to make recommendations to the Board, if necessary.

The Committee shall meet at least twice a year, and as many times as is necessary. 

The Strategy Committee comprises: Enrique Martinez (Chief Executive Officer), Stéphanie Meyer (independent director), Laure Hauseux (independent director), Julien Ducreux (director representing employees), and Olivier Duha (independent director), who is the chairman of the committee.

Report on corporate governance

See chapter 3 in the URD 2023

By-laws

Executive corporate officer’s remuneration