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Changes to governance and update

November 2020 Investors news

Changes to governance and update

Approval by General Meeting of Shareholders of changes to administration of the Company.

Appointment of Chairman - CEO and 3 Deputy CEOs.

ACTIA Group continues to function normally during lockdown.

 


  2020 *

APPROVAL OF CHANGES TO THE ADMINISTRATION OF THE COMPANY

The Combined General Meeting of Shareholders, held on 30 October 2020 behind closed doors, voted overwhelmingly to approve all the resolutions submitted to it. 67.6% of the shares and 79.8% of the voting rights comprising the share capital were represented (detailed results of the vote are available on this link).

The shareholders voted to change the governance of the Company meaning the transformation from a French limited liability company with an Executive Board and Supervisory Board into a limited liability company with a Board of Directors. The purpose of this change is to lighten and simplify the administrative structure of the Company.

The resolutions concerning the corresponding changes to the Company’s Articles of Association, the transfer to the Board of Directors of the authorisations and delegated powers granted by the General Meeting of Shareholders to the Executive Board, the compensation policy for the Chairman and CEO and that of the directors, and the continuation of the mandate of the current Statutory Auditors (KPMG Audit IS and BMA) were also approved.

 

APPOINTMENT OF THE CHAIRMAN AND CEO AND 3 DEPUTY CEOS

Meeting at the end of the General Meeting of Shareholders, the Board of Directors appointed Jean-Louis Pech as Chairman and CEO. At the proposal of the latter, the Board of Directors also approved the appointment of three Deputy CEOs, namely Catherine Mallet, Marine Candelon-Bonnemaison and Jean-François Calmels for terms of office corresponding to their terms of office as directors. The age limit applicable to the Chairman and CEO and the Deputy CEOS has been set at 65.

The Board of Directors is now composed of 10 members (6 women, 4 men) whose terms of office have been adjusted to encourage both renewal and continuity of governance. The age limit applicable to directors has been set at 75. These appointments are in accordance with the recommendations made by the Middlenext Code of Governance with which the Company complies. The composition of the Board of Directors is now as follows:

  • For a term of six years each (expiry following the General Meeting of Shareholders held in 2026): Jean-François Calmels, Marine Candelon-Bonnemaison, Catherine Mallet, Jean-Louis Pech (Chairman and CEO), Laura Pech;
  • For a term of five years each (expiry following the General Meeting of Shareholders held in 2025): Stanislas Bailly, Catherine Casamatta (independent director), Carole Garcia (independent director), Frédéric Thrum, Véronique Vedrine.

In recognition of his significant contribution to the development of the Group since its creation and in order to continue to benefit from his experience for an extended period, the Board of Directors has appointed Pierre Calmels as Honorary Chairman for an indefinite term. The decision has also been made to appoint Christian Desmoulins as a no-voting Board member for a term of four years (expiry following the General Meeting of Shareholders held in 2024).

 

ACTIA GROUP CONTINUES TO FUNCTION NORMALLY DURING LOCKDOWN

Following fresh developments in the health crisis in France, ACTIA has reorganised in order to maintain the activities of all its structures, with local adaptation plans. The three production facilities in France, Tunisia, and the United States are currently operating almost as normal, with the American site continuing to ramp up after opening in 2019). With the exception of some very rare essential travel needed to comply with contractual commitments, all employees are either teleworking or are on-site due to local requirements while strictly complying with protective measures. The Group, which remains highly vigilant over resupply and international logistics processes, maintains the financial objectives announced following the first half results, namely an estimated drop in sales of about 15% compared to 2019 and a recovery in operating income in the second half of 2020.

 


 

NEXT PUBLICATION:

  • Q3 2020 Turnover: Thursday 12 November (before trading).

CONTACTS :

  • ACTIA Group: Catherine Mallet - Tel: +33 (0)561 176198 - CONTACT
  • CALYPTUS: Marie Calleux - Tel: +33 (0)153 656868 - CONTACT

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