- 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 Natixis and Arch Capital Group, on January 6, 2022, Natixis sold its remaining stake in COFACE SA, representing 10.04% of the share capital, to institutional investors. Natixis no longer holds any shares in COFACE SA.
The disposal of this remaining stake had no impact on the organisation of the Board of Directors of COFACE SA, which is still made up of ten directors, including four appointed by
Arch Capital and a majority of six independent directors, including the Chairman.
The tables, as well as the biographies, presented below are established as of December 31, 2022 and therefore do not take into account the change in the name of the Appointments, Compensation and CSR Committee (cf. Section "Appointments, Compensation and CSR Committee" in paragraph 2.1.8.).
PERSONAL INFORMATION | EXPERIENCE | POSITION ON THE BOARD OF DIRECTORS | |||||||
NUMBER | BOARD | ||||||||
OF OFFICES | START OF TERM/ | COMMITTEES/ | |||||||
NUMBER | HELD IN LISTED | INDE- END OF TERM | ATTENDANCE | ATTENDANCE | |||||
NAME | AGE | GENDER | NATIONALITY | OF SHARES | COMPANIES (1) | PENDENT | RATE (2) | RATE (3) | |
Bernardo Sanchez Incera | 62 | Spanish | 1,000 | 1 | ✓ | Feb. 10, 2021 | 100% | ACC | |
2024 AGM | 100% | ||||||||
Janice Englesbe | 54 | American | 1,000 | - | Feb. 10, 2021 | 100% | RC | ||
2024 AGM | 100% | ||||||||
David Gansberg | 50 | American | 1,000 | - | Jul. 28, 2021 | 90% | AAC | ||
2024 AGM | 100% | ||||||||
Chris Hovey | 56 | American | 1,000 | - | Feb. 10, 2021 | 100% | - | ||
2024 AGM | |||||||||
Isabelle Laforgue | 42 | French | 1,000 | - | ✓ | Jul. 27, 2017 | 100% | AAC - 100% | |
2024 AGM | RC - 100% | ||||||||
Laetitia Léonard-Reuter | 47 | French | 1,000 | - | ✓ | May 17, 2022 | 100% | AAC (Ch.) | |
Appointment on May 17, 2022 | 2025 AGM | 100% | |||||||
Nathalie Lomon | 51 | French | 1,000 | - | ✓ | Jul. 27, 2017 | 80% | RC (Ch.) | |
2024 AGM | 100% | ||||||||
Sharon MacBeath | 53 | British | 1,000 | - | ✓ | Jul. 1, 2014 | 90% | ACC (Ch.) | |
2025 AGM | 100% | ||||||||
Laurent Musy | 56 | French | 1,200 | ✓ | May 17, 2022 | 100% | RC | ||
Appointment on May 17, 2022 | 2025 AGM | 100% | |||||||
Nicolas Papadopoulo | 60 | French | 12,800 | - | Feb. 10, 2021 | 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 December 31, 2022.
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 | NAME | NATURE OF CHANGE | DATE OF DECISION | |
Shareholders' Meeting of | ||||
Board of Directors | Sharon MacBeath | Renewal of directorship | May 17, 2022 | |
Shareholders' Meeting of | ||||
Board of Directors | Laetitia Léonard-Reuter | Appointment as independent director | May 17, 2022 | |
Shareholders' Meeting of | 2 | |||
Board of Directors | Laurent Musy | Appointment as independent director | May 17, 2022 | |
Shareholders' Meeting of | ||||
Board of Directors | Olivier Zarrouati | Expiry of term as independent director | May 17, 2022 | |
Shareholders' Meeting of | ||||
Board of Directors | Éric Hémar | Expiry of term as independent director | May 17, 2022 | |
Appointment as Chairman Board of Directors' meeting | ||||
Audit and Accounts Committee | Laetitia Léonard-Reuter | to replace Éric Hémar | of June 8, 2022 | |
Board of Directors' meeting | ||||
Risk Committee | Laurent Musy | Appointment as member | of June 8, 2022 | |
Appointments and Compensation | Sharon MacBeath | Appointment as Chairman | Board of Directors' meeting | |
Committee | to replace Olivier Zarrouati | of June 8, 2022 | ||
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 Coface Group as at December 31, 2022 is provided in the section below (1).
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 December 31, 2024
Chairman of the Board of Directors
Independent director
since February 10, 2021
CURRICULUM VITAE
Bernardo Sanchez Incera, a Spanish national, joined Societe Generale in 2009 before serving as Deputy Chief Executive Officer of Societe Generale from January 2010 to May 2018. Prior to that, he was Executive Director of the Monoprix Group from 2004 to 2009, Executive Director of Vivarte from 2003 to 2004, Chairman of LVMH Mode et Maroquinerie Europe between 2001 and 2003 and International Director of Inditex Group from 1999 to 2001. Bernardo Sanchez Incera also served as Chief Executive Officer of Zara France between 1996 and 1999 after being Deputy Director of Banca Jover Spain from 1994 to 1996 and jointly Director and Board member of Crédit Lyonnais in Belgium from 1992 to 1994. With an MBA from INSEAD, Bernardo Sanchez Incera is a graduate of the Paris Institute of Political Studies (Sciences Po) and holds a Master's degree and a postgraduate degree in economics.
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 December 31, 2024
Director
since February 10, 2021
CURRICULUM VITAE
Janice Englesbe is Senior Vice President and Chief Risk Officer at Arch Capital Group Ltd. She joined Arch as Global Head of Risk Management on February 25, 2019. She has over 25 years of experience in risk, finance and business, including as Deputy Chief Risk Officer of the General Re Group. She holds a degree in economics from the Wharton School of the University of Pennsylvania and is a CFA Charterholder.
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 December 31, 2024
Director
since July 28, 2021
CURRICULUM VITAE
David Gansberg was appointed Chief Executive Officer in charge of the mortgage lending business of Arch Capital Group Ltd., which provides mortgage insurance and reinsurance worldwide, on March 1, 2019. From February 2013 to February 2019, he was Chairman and CEO of Arch Mortgage Insurance Company. From July 2007 to February 2013, David Gansberg was Executive Vice President and Director of Arch Reinsurance Company. Previously, he held various positions in underwriting, operations and strategy at Arch Reinsurance Ltd. and Arch Capital Services Inc., which he joined in December 2001. Before joining Arch, David Gansberg held various positions at ACE Bermuda and Cigna Property and Casualty. He holds a degree in Actuarial Mathematics from the University of Michigan.
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.
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 December 31, 2024
Director
since February 10, 2021
CURRICULUM VITAE
Chris Hovey is Chief Operating Officer at Arch Capital Services LLC. From July 2018 to January 2020, he served as Executive Vice President and Chief Information Officer at Arch Capital
Services LLC. Prior to that, he was Chief Operating Officer of Arch Mortgage Insurance Company. 2 Before joining Arch, Chris Hovey was Chief Operating Officer of PMI Mortgage Insurance Co. from
2011. He was also Vice President and Head of Service Operations and Claims Management for PMI, which he joined in 2002. Chris Hovey holds a degree from San Francisco State University and an MBA from Saint Mary's College in Moraga, California.
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 July 27, 2017
CURRICULUM VITAE
After graduating from École Polytechnique and École des mines de Paris, Isabelle Laforgue began her career at SFR in 2006, where she held various roles in the Strategy and Finance Departments. She was appointed Director of Central Finance in 2011, in charge of management control, accounting, financial communications and consolidation. In 2012, she was appointed Chief of Staff to the Chairman and Chief Executive Officer of SFR, advising, analysing and supporting the decision-making processes during a period of change and market consolidation. In 2015, she joined Econocom, a European company specialising in the digital transformation of businesses, as Chief Transformation Officer to develop and implement the Group's internal transformation. In 2017, she became Deputy CEO for France at Econocom. In 2019, she joined Owkin, a start-up specialising in the use of artificial intelligence in cancer research, as Executive VP Finance & Operation. In March 2021, Isabelle Laforgue joined AstraZeneca France as Head of Digital, Transformation and Innovation.
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 December 31, 2024
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 December 31, 2025
Independent director
since May 17, 2022
CURRICULUM VITAE
Laetitia Léonard-Reuter is a graduate of HEC Paris, the University of Saint-Gall (Switzerland), and a participant at the Institut des Hautes Études de l'Entreprise (IHEE). She joined Generali France as Chief Financial Officer in November 2018. She previously worked at Axa Group where she held various positions from 2003: Corporate Finance Account Manager, Head of Group Capital Management, then in 2014 Chief Financial Officer of AXA Global P&C, a non-life insurance and reinsurance entity. In 2017, she became Chief Data Officer of Axa France. She began her career in 2000 as an M&A analyst at JPMorgan Chase covering the Telecommunications, Media and Technology sectors.
PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP
During financial year 2022
- Director, Generali Vie SA and Generali 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 and Financial Committee (ECOFIN) and the FA ECOFIN Office
- Vice-Chair of the FA ECOFIN
- Representative of Generali France, Director of Generali Investments Holding S.p.A. and Generali 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 December 31, 2024
Independent director
since July 27, 2017
CURRICULUM VITAE
Nathalie Lomon has been Senior Executive VP and Chief Financial Officer at SEB Group since September 2019. She is also a member of the Executive Committee and the General Management Committee.
A graduate of the NEOMA Business School, Nathalie Lomon began her career in auditing at Mazars in 1995 before joining the General Inspection Department at BNP Paribas in 1999. In 2002, she joined Pechiney where she held several financial and management positions, including Chief Financial Officer for the Aeronautical, Transport and Industry division of Rio Tinto Alcan. She then joined the Ingenico group in 2010 as Head of Management Control, subsequently becoming Chief Financial Officer for the European-SEPA region in 2014 and then Chief Financial Officer in 2015, overseeing the finance, legal & governance functions, as well as being a member of the Executive Committee.
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.
58 | UNIVERSAL REGISTRATION DOCUMENT 2022 |
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Coface SA published this content on 11 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2023 16:17:10 UTC.