The Executive Committee

An integrated Group Management

The Executive Committee exercises an essential role in the Group's corporate governance:

  • It contributes to improve cooperation between the different Group departments and the decision-making process;
  • Covering the most important or most sensitive operational areas, it determines and monitors actions to be carried out in these areas;
  • It coordinates approaches to cross-functional subjects and projects;
  • It anticipates and prepares for organisational and strategic developments for the Company and the Group.

Acting as a core group, these senior executives ensure the coherent implementation of the Group’s strategy in their respective departments and that the action plans are coordinated and applied in the Company, the Group and each time companies are consolidated.

Executive Committee members:

  • Olivier Rigaud, Chief Executive Officer;
  • Oreste Fieschi, Chief Commercial Officer;
  • Frédéric Seguin, Operations Director;
  • Serge Sabrier, Chief Procurement Officer;
  • François de Gantes, Chief Financial Officer;
  • Alexis Mayer, Human Resources Director;
  • Jean-Noël Lorenzoni, Company Secretary & General Counsel.
 
 

From left to right: Oreste FIESCHI, Chief Commercial Officer; Frédéric SEGUIN, Operations Director; Alexis MAYER, Human Ressources Director; Olivier RIGAUD, Chief Executive Officer; François de GANTES, Chief Financial Officer; Jean-Noël LORENZONI, Company Secretary & General Counsel; Serge SABRIER, Chief Procurement Officer.

 

The Board of Directors

The Board of Directors’ task is to determine the operating priorities of the Company and ensures they are implemented. Subject to the powers granted to shareholders' meetings and within the limits of the company's corporate purpose, the Board may address any matter pertaining to the proper management of the Company and settle all items of business relating thereto.

In addition to these legal and regulatory attributes, the Board of Directors:

  • manages any matters of relevant to the effective operations of the Company and settles all matters relating thereto;
  • oversees the Company’s management and ensures the quality of the information provided to shareholders and the market through the financial statements or, on the occasion of major transactions, especially involving the company’s shares;
  • examines financing activities, guarantees and cautions given to the Group’s various entities;
  • examines any internal or external transaction likely to have a material effect on results or significantly alter the structure of the balance sheet;
  • carries out the inspections and verifications it deems necessary; and
  • calls shareholders’ meetings and proposes amendments to the articles of association.

These powers and authorities are set forth in the Board charter.

 

Paul LIPPENS

Chairman of Naturex S.A.

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Hélène MARTEL-MASSIGNAC

Vice President of Naturex S.A.

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Olivier RIGAUD

Director of Naturex S.A.

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Olivier LIPPENS

Director of Naturex S.A.

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Miriam MAES

Director of Naturex S.A.

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Anne ABRIAT

Director of Naturex S.A.

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Isabelle DE CREMOUX

Director of NATUREX S.A

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Daniel CHERON

Director of NATUREX S.A

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First name - Last name Directorships and offices Age Date of appointment / reappointment Expiration date of term of office
Paul LIPPENS

Chairman of the Board

Chairman of FINASUCRE

62 years 24 juin 2015 AGM ruling on the Financial statements for the year ending 31 December 2020
Olivier RIGAUD Director
Chief Executive Officer of NATUREX
51 years 31 March 2015 (cooption)
24 June 2015 (AGM ratification)
AGM ruling on the Financial statements for the year ending 31 December 2019
Olivier LIPPENS Director
Managing Director of FINASUCRE
61 years 8 June 2012 AGM ruling on the Financial statements for the year ending 31 December 2017
Hélène MARTEL MASSIGNAC Vice President of NATUREX
Chairwoman and CEO of CARAVELLE
53 years 25 February 2013 (cooption)
26 June 2013 (AGM ratification)
AGM ruling on the Financial statements for the year ending 31 December 2016
Anne ABRIAT Independent Director 51 years 26 June 2013 AGM ruling on the Financial statements for the year ending 31 December 2018
Miriam MAES Independent Director
Founding Chairwoman of FORESEE London
59 years 26 June 2013 AGM ruling on the Financial statements for the year ending 31 December 2018
Isabelle DE CREMOUX

Independent Director

Chairwoman of SEVENTURE PARTNER

46 years 24 June 2015 AGM ruling on the Financial statements for the year ending 31 December 2020
Daniel CHERON Independent Director 64 years 24 June 2015 AGM ruling on the Financial statements for the year ending 31 December 2020
First name - Last name  Paul LIPPENS
Directorships and offices

Chairman of the Board

Chairman of FINASUCRE

Age 62 years
Date of appointment / reappointment 24 June 2015
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2020
First name - Last name Olivier RIGAUD
Directorships and offices Director
Chief Executive Officer of NATUREX
Age 51 years
Date of appointment / reappointment 31 March 2015 (cooption) 
24 June 2015 (AGM ratification)
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2020
First name - Last name Olivier LIPPENS
Directorships and offices Director
Managing Director of FINASUCRE
Age 61 years
Date of appointment / reappointment 8 June 2012
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2017
First name - Last name Hélène MARTEL MASSIGNAC 
Directorships and offices Vice President NATUREX
Chairwoman and CEO of CARAVELLE
Age 53 years
Date of appointment / reappointment 25 February 2013 (cooption)
26 June 2013 (AGM ratification)
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2016
First name - Last name Anne ABRIAT
Directorships and offices Independent Director
Age 51 years
Date of appointment / reappointment 26 June 2013
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2018
First name - Last name Miriam MAES
Directorships and offices Independent Director
Founding Chairwoman of FORESEE London
Age 59 years
Date of appointment / reappointment 26 June 2013
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2018
First name - Last name Isabelle DE CREMOUX
Directorships and offices Independent Director
Chairwoman of SEVENTURE PARTNER
Age 46 years
Date of appointment / reappointment 24 June 2015
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2020
First name - Last name Daniel CHERON
Directorships and offices Independent Director
Age 64 years
Date of appointment / reappointment 24 June 2015
Expiration date of term of office AGM ruling on the Financial statements for the year ending 31 December 2020
 

The Audit Committee

In light of efforts undertaken in the area of transparency, governance and formalisation of special committees, Naturex's Board of Directors opted to create an independent Audit Committee with its own specific areas of intervention. The Company has referred to the "Report of the Working Group on Audit Committees" of the AMF working group of 22 July 2010 in defining the attributes of this Committee.

In accordance with article L.823-19 of the French commercial code, the Audit Committee is responsible in particular for monitoring:

  • the process for producing financial information;
  • the efficiency and effectiveness of internal control and risk management systems;
  • the statutory audit of the annual and consolidated financial statements by the statutory auditors; and
  • the independence of the statutory auditors.

In addition, the Committee issues a recommendation on statutory auditors proposed for appointment to the Shareholders’ Meeting.

It reports regularly to the Board of Directors on its tasks and informs it immediately of any difficulty encountered.

The Committee can take up at any time any significant financial or accounting question and formulate any opinions or recommendations to the Board in the aforementioned areas.

The Board may also entrust the Committee with any other assignment it deems appropriate.

 

The Board may also entrust the Committee with any other assignment it deems appropriate.

Pursuant to article L.823-19 of the French commercial code, it is up to the Board to establish the Committee’s makeup. Nevertheless, the Committee must be made up exclusively of Board members  whereby members of the Audit Committee must not exercise management functions within the Company.

Membership of the Audit Committee is as follows:

  • Olivier Lippens, who also serves as the Committee's Chairman;
  • Paul Lippens;
  • Hélène Martel-Massignac ;
  • Daniel Chéron.

In accordance with the applicable legal provisions, the directors have special financial or accounting expertise.

According to the Governance Code, MiddleNext, one independent director is serving on the Audit Committee.

 

The Nominating and Compensation Committee

The Nominating and Compensation Committee tasked with making recommendations and proposals to the Board on the following subjects:

  • the appointment of new directors, including in the event of unforeseeable vacancies;
  • the appointment or revocation, on proposal by the Chief Executive Officer, of any executive officer of the Company;
  • the appointment or revocation, on proposal of the Board of Directors, of the Chairman of the Board of Directors and Chief Executive Officer;
  • the make-up and operating of the Board of Directors and the Board committees (including appointments and revocations);
  • the application by the Company of the guidelines adopted for the principles of corporate governance, notably with respect to the compensation policy for executive officers. The Committee also provides the Board with its opinion on the section of the annual report devoted to shareholders information relating to these matters and the work of the Board; the definition of independent director of the Company and the list thereof that are reproduced in the Company's annual report;
  • all components of executive compensation including options to subscribe for or purchase shares

as well as compensation and benefits of any nature (including retirement benefits and retirement service payments) paid by the Company or other Companies of the Group. The Board examines and defines rules for determining the variable portion of compensation, their coherence with the annual performance assessment of executive officers and the strategy of the Company, and ensures that these rules are then applied;

  • the Company's general policy with respect to options to subscribe for or purchase shares including the frequency of grants as well as all proposed stock option plans, including their beneficiaries;
  • the Company's general policy with respect to employee share ownership and any employee stock ownership plans that may be considered;
  • directors' fees and rules governing their allocation.

Formal procedures have been drawn up that specify the composition, attributes and operating procedures of the Nominating and Compensation Committee Implemented within Naturex S.A.

Le Comité de nominations et rémunérations est constitué des membres suivants :

  • Hélène MARTEL-MASSIGNAC, who also serves as the Committee's Chairman;
  • Paul LIPPENS;
  • Miriam MAES.
 
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