(2) URD 2022* Extract – Composition and Operations of the Board of Directors and management bodies
- CORPORATE GOVERNANCE
Structure and operation of the Board of Directors and its specialised Committees
2.1 STRUCTURE AND OPERATION OF THE BOARD OF DIRECTORS AND ITS SPECIALISED COMMITTEES
2.1.1 Details of the members of the Board of Directors for financial year 2022 (1)
Following the disposals carried out in 2021 between
The disposal of this remaining stake had no impact on the organisation of the Board of Directors of
The tables, as well as the biographies, presented below are established as of
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PERSONAL INFORMATION |
EXPERIENCE |
POSITION ON THE BOARD OF DIRECTORS |
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|
NUMBER |
BOARD |
||||||||
|
OF OFFICES |
START OF TERM/ |
COMMITTEES/ |
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|
NUMBER |
HELD IN LISTED |
INDE- END OF TERM |
ATTENDANCE |
ATTENDANCE |
|||||
|
|
AGE |
GENDER |
NATIONALITY |
OF SHARES |
COMPANIES (1) |
PENDENT |
RATE (2) |
RATE (3) |
|
|
|
62 |
Spanish |
1,000 |
1 |
✓ |
|
100% |
ACC |
|
|
2024 AGM |
100% |
||||||||
|
Janice Englesbe |
54 |
American |
1,000 |
- |
|
100% |
RC |
||
|
2024 AGM |
100% |
||||||||
|
David Gansberg |
50 |
American |
1,000 |
- |
|
90% |
AAC |
||
|
2024 AGM |
100% |
||||||||
|
Chris Hovey |
56 |
American |
1,000 |
- |
|
100% |
- |
||
|
2024 AGM |
|||||||||
|
Isabelle Laforgue |
42 |
French |
1,000 |
- |
✓ |
|
100% |
AAC - 100% |
|
|
2024 AGM |
RC - 100% |
||||||||
|
Laetitia Léonard-Reuter |
47 |
French |
1,000 |
- |
✓ |
|
100% |
AAC (Ch.) |
|
|
Appointment on |
2025 AGM |
100% |
|||||||
|
Nathalie Lomon |
51 |
French |
1,000 |
- |
✓ |
|
80% |
RC (Ch.) |
|
|
2024 AGM |
100% |
||||||||
|
Sharon MacBeath |
53 |
British |
1,000 |
- |
✓ |
|
90% |
ACC (Ch.) |
|
|
2025 AGM |
100% |
||||||||
|
Laurent Musy |
56 |
French |
1,200 |
✓ |
|
100% |
RC |
||
|
Appointment on |
2025 AGM |
100% |
|||||||
|
Nicolas Papadopoulo |
60 |
French |
12,800 |
- |
|
90% |
ACC - 100% |
||
|
2024 AGM |
|||||||||
|
AVERAGE (4) |
53 |
50% (5) |
50% |
60% |
95% |
For the purposes of their corporate offices, the members of the Board of Directors are domiciled at the head office of the Company.
- With the exception of the office held within the Company.
- Average attendance rate at Board meetings.
- AAC:
Audit and Accounts Committee - RC: Risk Committee - ACC:Appointments and Compensation Committee - Ch.: Chairman. - Average on
December 31, 2022 . - Percentage of women on
December 31, 2022 .
Female
Male
(1) The information presented in this table is correct as at
|
54 |
UNIVERSAL REGISTRATION DOCUMENT 2022 |
|
CORPORATE GOVERNANCE |
2 |
|
Structure and operation of the Board of Directors and its specialised Committees |
Changes in the composition of the Board of Directors and the Board Committees since the beginning of 2022
|
BOARD OF DIRECTORS / COMMITTEE |
|
NATURE OF CHANGE |
DATE OF DECISION |
|
|
Shareholders' Meeting of |
||||
|
Board of Directors |
|
Renewal of directorship |
|
|
|
Shareholders' Meeting of |
||||
|
Board of Directors |
Laetitia Léonard-Reuter |
Appointment as independent director |
|
|
|
Shareholders' Meeting of |
2 |
|||
|
Board of Directors |
|
Appointment as independent director |
|
|
|
Shareholders' Meeting of |
||||
|
Board of Directors |
|
Expiry of term as independent director |
|
|
|
Shareholders' Meeting of |
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|
Board of Directors |
Éric Hémar |
Expiry of term as independent director |
|
|
|
Appointment as Chairman Board of Directors' meeting |
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|
Audit and Accounts Committee |
Laetitia Léonard-Reuter |
to replace Éric Hémar |
of |
|
|
Board of Directors' meeting |
||||
|
Risk Committee |
|
Appointment as member |
of |
|
|
Appointments and Compensation |
|
Appointment as Chairman |
Board of Directors' meeting |
|
|
Committee |
to replace |
of |
||
2.1.2 Experience and offices of the members of the Board of Directors
The Board of Directors has ten members. Information relating to the members of the Board of Directors, including their principal offices outside the
Bernardo SANCHEZ INCERA
SPANISH NATIONAL AGE: 62
ATTENDANCE RATE AT BOARD MEETINGS: 100%
ATTENDANCE RATE AT
APPOINTMENTS AND COMPENSATION COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF OFFICE: Ordinary
Shareholders' Meeting called
to approve the financial statements for the financial year ended
Chairman of the Board of Directors
Independent director
since
CURRICULUM VITAE
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Director,
Edenred (2) - Director,
Boursorama - Director, Compagnie Financière Richelieu
- Member of the Supervisory Board,
Banque Richelieu France (100% owned by Compagnie Financière Richelieu)
During the past five years and which are no longer held
- Director,
ALD Automotive (2) (in 2021) - Member of the Supervisory Board, PJSC Rosbank,
Russia (in 2021) - Deputy Chief Executive Officer,
Societe Generale (2) - Chairman of the Board of Directors, Crédit du Nord
- Chairman of the Board of Directors,
Boursorama - Director, Sogécap
- Member of the Supervisory Board, SGMB,
Morocco - Member of the Supervisory Board, Komercni Banka(2),
Czech Republic - Director,
BRD Bank (2),Romania
- In accordance with legal requirements and the recommendations of the AFEP-MEDEF Code, Coface directors cannot hold more than four other offices in listed companies outside the Group, including abroad.
- Listed company.
2022 UNIVERSAL REGISTRATION DOCUMENT 55
- CORPORATE GOVERNANCE
Structure and operation of the Board of Directors and its specialised Committees
Janice ENGLESBE
AMERICAN NATIONAL AGE: 54
ATTENDANCE RATE AT BOARD MEETINGS:
100%
ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF OFFICE:
Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
Director
since
CURRICULUM VITAE
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
Chief Risk Officer ,Arch Capital Group Ltd. (1)
During the past five years and which are no longer held
- Chief Executive Officer,
Englesbe Consulting LLC - Deputy Chief Risk Officer,
General Re Group
David GANSBERG
AMERICAN NATIONAL AGE: 50
ATTENDANCE RATE AT BOARD MEETINGS:
90%
ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF OFFICE:
Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
Director
since
CURRICULUM VITAE
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Chief Executive Officer of
Global Mortgage Group ,Arch Capital Group, Ltd. (1) - Treasurer,
Greensboro Chamber of Commerce
During the past five years and which are no longer held
- Chairman and Chief Executive Officer,
Arch Mortgage Insurance Company
(1) Listed company.
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56 |
UNIVERSAL REGISTRATION DOCUMENT 2022 |
|
CORPORATE GOVERNANCE |
2 |
|
Structure and operation of the Board of Directors and its specialised Committees |
Chris HOVEY
AMERICAN NATIONAL AGE: 56
ATTENDANCE RATE AT BOARD MEETINGS:
100%
EXPIRATION DATE OF THE TERM OF OFFICE:
Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
Director
since
CURRICULUM VITAE
2011. He was also Vice President and Head of Service Operations and Claims Management for PMI, which he joined in 2002.
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Chief Operating Officer,
Arch Capital Services LLC - Director,
Arch Global Services Holdings Ltd.
During the past five years and which are no longer hel
- N/A
Isabelle LAFORGUE
FRENCH NATIONAL AGE: 42
ATTENDANCE RATE AT BOARD MEETINGS:
100%
ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%
Independent director
since
CURRICULUM VITAE
After graduating from École Polytechnique and École des mines de Paris,
ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF OFFICE:
Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Head of Digital, Transformation and Innovation,
AstraZeneca France - Executive VP Finance & Operation, Owkin
During the past five years and which are no longer held
- Chief Transformation Officer,
Econocom (1) - Deputy CEO for France,
Econocom (1)
(1) Listed company.
2022 UNIVERSAL REGISTRATION DOCUMENT 57
- CORPORATE GOVERNANCE
Structure and operation of the Board of Directors and its specialised Committees
Laetitia LEONARD-REUTER
FRENCH NATIONAL AGE: 47
ATTENDANCE RATE AT BOARD MEETINGS:
100%
ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF
OFFICE: Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
Independent director
since
CURRICULUM VITAE
Laetitia Léonard-Reuter is a graduate of HEC Paris, the University of Saint-Gall (
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Director,
Generali Vie SA andGenerali IARD SA - Permanent Representative of
Generali France , Director of Prudence Créole SA - Permanent Representative of
Generali Vie , Director of GFA Caraïbes SA - Representative of Generali on the
French Federation of Insurance (FA) Economic andFinancial Committee (ECOFIN) and the FA ECOFIN Office - Vice-Chair of the FA ECOFIN
- Representative of
Generali France , Director ofGenerali Investments Holding S.p.A . andGenerali Real Estate S.p.A . - Director of AKG SAS and Generali Retraite
During the past five years and which are no longer held
- N/A
Nathalie LOMON
FRENCH NATIONAL AGE: 51
ATTENDANCE RATE AT BOARD MEETINGS:
80%
ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%
EXPIRATION DATE OF THE TERM OF
OFFICE: Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
Independent director
since
CURRICULUM VITAE
A graduate of the
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Senior Executive VP and Chief Financial Officer,
SEB Group (1) - Chief Executive Officer,
SEB Internationale SAS - Chief Executive Officer, Immobilière Groupe SEB SAS
- Member of the Supervisory Board,
WMF GmbH - Director and member of the Audit Committee,
Zhejiang Supor Co. Ltd. - Director representing the founding members of the
SEB Group Endowment Fund - Deputy Chief Executive Officer of Groupe SEB Ré
- Director,
SEB Professional North America ,Ei Re Acquisition LLC ,Wilbur Curtis Co. Inc. - Member of the Supervisory Board,
Schaerer (AG)
During the past five years and which are no longer held
- EVP Finance, Legal & Governance,
Ingenico group SA (1) - Director,
Ingenico Holdings Asia Limited (HK),Fujian Landi Commercial Equipment Co., Ltd. , - Manager,
Ingenico e-Commerce Solutions BVBA/SPRL (BE) - Director,
Ingenico Financial Solutions NV /SA (BE),Ingenico do Brasil Ltda.,Ingenico Holdings Asia II Limited (HK), Stichting Beheer Derdengelden Ingenico Financial Solutions (IFS Fondation) - Chairman of the Supervisory Board and member of the Audit Committee,
Global Collect Services B.V . - Director,
Fixed & Mobile Pte. Ltd. ,Fixed & Mobile Holdings Pte. Ltd. ,Ingenico Corp. - Chairman, Ingenico Business Support S.A.S.,
Ingenico 5 S.A.S. - Director,
Bambora Top Holding AB ,Ingenico International (Singapore) Pte. Ltd. ,Ingenico Japan Co. Ltd.
(1) Listed company.
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58 |
UNIVERSAL REGISTRATION DOCUMENT 2022 |
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