Table of contents
Company Information
1. Audit Committee The primary role of the Audit Committee is to provide assurance on the financial reporting process and the consolidated financial statements, to supervise the internal control and risk management mechanisms and to examine internal audit activities. The Audit Committee is also responsible for the appointment, independence and remuneration of the Company’s auditor. The Audit Committee consists of at least three non-executive Directors, appointed by the Board of Directors. At least one member of the Audit Committee must be a member of the founding family. The members of the Audit Committee shall not be members of the executive management of the company. At least one member must be an independent director and at least one member must have expertise in accounting and auditing. The members of the Audit Committee are elected by the Board of Directors for a term of three years and meet at least three times a year. Board Committees The Board of Directors is advised by three committees:
2. Remuneration and Nominations Committee The role of the Remuneration and Nomination Committee is primarily to oversee the remuneration of the CEO and the Schréder Executive Team, their nomination and evaluation process, career development and succession planning. It also regularly evaluates the remuneration of the members of the Board of Directors to ensure consistency and alignment with comparable companies. The Remuneration and Nomination Committee is also concerned with the overall human resources management of the company and related indicators such as job classification, employee engagement and well-being. The Board of Directors appoints the members of the Remuneration and Nomination Committee from among its members or from outside the Board, as well as its Chairman, who must be a Director. The Committee consists of at least three members, including at least one independent Director (Non-Executive and non-shareholder) and the Chairman of the Board of Directors. They are appointed for a term of 3 years and meet at least three times a year.
3. Strategic and Sustainability Advisory Committee While strategy remains the prerogative of the Board of Directors, a Strategic and Sustainability Advisory Committee assists the Board and the CEO in this important task by monitoring the company’s strategy and its implementation by the management team. The Strategic and Sustainability Advisory Committee can also authorise the management team to take specific and urgent actions within the approved strategy when these actions cannot wait until the next Board meeting. The members of the Strategic and Sustainability Advisory Committee are elected by the Board of Directors for a term of 3 years and meet at least five times a year. The Committee has a minimum of 4 and a maximum of 6 members. It is made up of members of the Board of Directors of Schréder SA. The CEO and the Chairman of the Board of Directors are full members of the Committee. Each of the three Board Committees carries out its role according to strict rules and regularly evaluates its performance to ensure the transparency and efficiency of its internal processes. Governance and Leadership Alignment / Day-to-Day Management: The day-to-day management of the Group is delegated by the Board of Directors to the CEO. To support the execution of strategy and operations, the CEO is supported by two key leadership bodies: the Schréder Executive Leadership Team (SELT) and the broader Schréder Executive Team (SET).
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