(3) URD 2022* Extract – Compensation and benefits paid to managers and corporate officers
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CORPORATE GOVERNANCE |
2 |
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Chief Executive Officer and Group general management specialised committees |
The Board of Directors has established specific procedures in its Internal Rules which are aimed at limiting the powers of the Company's general management.
Pursuant to the terms of Article 1.2 of the Board of Directors' Internal Rules, the following are subject to prior authorisation from said Board, based on a simple majority of the members present or represented:
- extension of the Company's activities to significant businesses not performed by the Company; and
- any interest, investment, disposal or any establishment of a joint venture carried out by the Company or one of its significant subsidiaries, for a total amount that is greater than €100 million.
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Factors that may have an impact |
2 |
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in the event of a public offer |
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These factors are published in Section 7.4 "Factors that may have an impact in the event of a public offer".
2.2 CHIEF EXECUTIVE OFFICER AND GROUP GENERAL MANAGEMENT SPECIALISED COMMITTEES
At the meeting of
Board of Directors, and the operational and executive duties of the Chief Executive Officer. This separation was expressly reiterated by the Board of Directors at its meeting of
2.2.1 Experience and offices of the Chief Executive Officer
For the purposes of this Universal Registration Document, the Chief Executive Officer is domiciled at the Company's head office.
Xavier DURAND
AGE: 58
EXPIRATION DATE OF THE TERM OF OFFICE:
Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended
264,500 shares (180,000 in registered form and 84,500 bearer shares)
(see Section 7.2.9 "transactions carried out by persons with executive responsibilities")
Chief Executive Officer
since
CURRICULUM VITAE
PRINCIPAL TERMS OF OFFICE AND DUTIES
During financial year 2022
- Chairman of the Board of Directors and Chief Executive Officer of Compagnie française d'assurance pour le commerce extérieur
- Chairman of the Board of Directors of
Coface North America Holding Company - Director and Chairman of the Audit and
Internal Control and Risk Committee of:ALD Automotive (1)
During the past five years and which are no longer held
- N/A
(1) Listed company.
2022 UNIVERSAL REGISTRATION DOCUMENT 73
- CORPORATE GOVERNANCE
Chief Executive Officer and Group general management specialised committees
2.2.2 Composition and experience of the members of the Group Management Board
The Chief Executive Officer of the Company created the Group Management Board. It comprises eight members (see also Section 1.7. "Group organisation"):
- the Chief Human Resources Officer;
- the Group Chief Operating Officer;
- the Underwriting Director;
- the Commercial Director;
- the General Secretary;
- the Chief Financial and Risk Officer;
- the Business Technology Director; and
- the Strategy and Business Development Director (see also Section 1.7. "Group organisation").
The Management Board is the decision-making body of Coface. It generally meets every week to
- examine and validate the Group's main strategic guidelines and steer management,
- in particular, concerning
-
- strategy and budget,
- major investments and projects,
- definition of the organisational structure and human resources,
- monitoring of operational performance and results,
- in addition to control and compliance of activities.
In 2022, it continued to meet on average twice a week.
In addition to
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UNIVERSAL REGISTRATION DOCUMENT 2022 |
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CORPORATE GOVERNANCE |
2 |
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Chief Executive Officer and Group general management specialised committees |
Pierre BEVIERRE
Chief Human Resources Officer
CURRICULUM VITAE
Pierre Bevierre, 55 years old, holds a postgraduate degree in human resources from Université
2004, he was promoted to Director of Human Resources Europe for shared financial services at the
Cyrille CHARBONNEL
Underwriting Director
Under the Build to Lead strategic plan, the management of both debtor and client risks is fundamental, and monitoring was ramped up due to the crisis in
CURRICULUM VITAE
Declan DALY
Group Chief Operating Officer
CURRICULUM VITAE
Nicolas GARCIA
Commercial Director
The Group's
CURRICULUM VITAE
2022 UNIVERSAL REGISTRATION DOCUMENT 75
- CORPORATE GOVERNANCE
Chief Executive Officer and Group general management specialised committees
Phalla GERVAIS
Group Chief Financial and Risk Officer
CURRICULUM VITAE
Carole LYTTON
General Secretary
The General Secretariat encompasses the
CURRICULUM VITAE
Keyvan SHAMSA
Business Technology Director
CURRICULUM VITAE
Thibault SURER
Strategy and Business Development Director
The Strategy and Development department includes strategic planning functions, M&A, marketing and innovation, partnerships, information and economic research.
CURRICULUM VITAE
Thibault Surer, 60 years old, is a graduate of École des Hautes Études Commerciales de
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CORPORATE GOVERNANCE |
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Compensation and benefits paid to managers and corporate officers |
2.2.3 Other committees chaired by the Chief Executive Officer
The Executive Committee is composed of the members of the Group Management Board and the seven regional directors (see also Section 1.7 "Group organisation").
It helps to prepare the Group's strategy and reviews key operational matters or strategic initiatives.
Like the Management Board, the Executive Committee pays particular attention to monitoring the efficiency of internal control, internal audit and risk management systems that are considered essential to the Group's smooth internal governance.
It meets each month to review the progress of the Group's cross-disciplinary projects and the implementation of the
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strategic plan. In 2022, it also continued to meet twice a month. |
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Furthermore, the Executive Committee members contribute, as |
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a team, to setting up and disseminating Coface's managerial |
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culture. |
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In addition, the Chief Executive Officer convenes the main |
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managers of the various head office functions for a meeting of |
2 |
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this committee once a month. This committee focuses on |
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information and discussions relating to the main areas of |
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reflection and action. |
Since the fourth quarter of 2022, the Executive Committee meets once a quarter in the form of a "CSR Committee". On this occasion, it examines the company's strategy, the main projects and potential initiatives relating to CSR.
2.3 COMPENSATION AND BENEFITS PAID TO MANAGERS AND CORPORATE OFFICERS
The Company refers to the AFEP-MEDEF Code to prepare the report required by Article L.225-37 of the French Commercial Code.
The tables included in the sections below present a summary of compensation and benefits of any kind that are paid to corporate officers of the Company, and to members of the Company's Board of Directors by:
- the Company,
- companies controlled, pursuant to Article L.233-16 of the French Commercial Code, by the company in which the mandate is performed,
- companies controlled, pursuant to Article L.233-16 of the French Commercial Code, by the Company or companies that control the company in which the mandate is performed and
- the Company or companies that, pursuant to the same article, control the company in which the mandate is exercised. Since the Company belongs to a group at the date of this Universal Registration Document, the information concerns the amounts owed by all companies in the chain of control.
The Company is a limited corporation (société anonyme) with a Board of Directors. The duties of Board Chairman, performed by
2.3.1 Employee compensation policy
Regulatory framework
The Company's compensation policy is in line with the provisions of Directive 2009/138/EC of the
Generally speaking, compensation practices should contribute to effective risk management at the Company, and in particular:
- ensure strict compliance with the laws and regulations applicable to insurance companies;
- prevent conflicts of interest and not encourage risk-taking beyond the limits of the Company's risk tolerance;
- be consistent with the Company's strategy, interests and long-term results;
- guarantee the Company's capacity to keep an appropriate level of own funds.
In this context, Coface's compensation policy specifies general provisions applicable to all employees according to certain criteria and provisions specific to regulated categories of employees within the meaning of the Solvency II Directive.
General principles
The compensation policy is a key instrument in implementing Coface's strategy. It seeks to attract, motivate and retain the best talent. It encourages individual and collective performance and seeks to be competitive in the market while respecting the Group's financial balance. It complies with the regulations in force, guarantees internal equity and professional equality, particularly between men and women. It incorporates social and environmental issues.
It is proposed by the Group's
2022 UNIVERSAL REGISTRATION DOCUMENT 77
Attachments
Disclaimer



(5) URD 2022* Extract – Consolidated financial statements
Global Insurance Agencies Market Report 2023: Sector to Reach $156.46 Billion in 2027 at a CAGR of 4.3%
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