Fives adapts its governance and organizational structure to its challenges
The Group has grown significantly over the last ten years, with the result that our labor force increased by 70% between 2003 and 2011. The spectacular growth of Fives has inevitably raised questions about the need to adapt its organizational structure and governance accordingly. In addressing those questions, the Executive Board has appointed a series of Heads of Country, an International Steering Committee and a Head Office Coordination Committee. Fives corporate governance is provided by several bodies detailed below.
The Executive Board
Fives is headed by an Executive Board overseen by the Supervisory Board; the number of Executive Board members is established by the Supervisory Board, which has set a minimum of two members and a maximum of five. The Executive Board currently has four members and is responsible for the management of the company. It has the most extensive powers to act on behalf of Fives under all circumstances, limited only by the company purpose and powers expressly vested by the Supervisory Board and shareholder meetings.
Every member of the Executive Board also have personal responsibility for supervising one or more of the Group’s Operational Divisions and one or several functional Fives departments.
The Executive Committee
To support it in its decision-making, the Executive Board has introduced an Executive Committee whose members include the Group’s key operational and functional managers, as well as Executive Board members.
As the body responsible for consultation, recommendation and implementation, the Executive Committee meets to consider issues submitted to it, and to support the Executive Board in reaching those decisions that fall within its scope of competence. More specifi cally, the Executive Committee is tasked with making recommendations regarding the direction of the Group’s strategy, the development of its human capital and the issues raised by the need for coordination between its various entities. It assesses the risks to which the Group is exposed and the actions implemented to control those risks. It also examines and prioritizes the proposalsfor improvement put forward by the Steering Committee and Coordination
Committee. Its tasks include coordinating and monitoring the implementation of Group policies.
The Executive Committee meets at least four times per year in larger or smaller session, depending on the issues to be addressed.
The Supervisory Board
With six members at December 31, 2011, the Supervisory Board exercises permanent control over the management of the company by the Executive Board. It meets at least four times per year to consider the quarterly report submitted by the Executive Board. It inspects and verifi es the documents associated with the corporate and consolidated fi nancial statements submitted to it by the Executive Board within three months of the financial year end.
Throughout the year, it performs the checks and controls it considers appropriate and may request any documents it deems useful in the accomplishment of its role. The Supervisory Board members are: Jacques Lefèvre (Chairman), Guillaume Jacqueau (Vice-Chairman), James Arnell, Stéphane Etroy, Fabrice Georget and Vincent Pautet.
The Head of Country
All Group Companies operating in the same country (or region) report to a Head of Country, who acts simultaneously as a leader, coordinator and representative for Group initiatives at the national level. The Head of Country also manages Fives’
relationships with local stakeholders, and coordinates the relationship between these stakeholders and national Group subsidiaries.
The Steering Committees
As part of its commitment to give a say to those on the front line of the business, the Executive Board is forming a series of regional Steering Committees whose prime purpose is to act as the melting pot of creativity for the Group.
In each major region, their membership includes subsidiary company CEOs and functional departmental heads from within Fives and/or the region concerned.
They promote regional cross-disciplinarity and ensure that the Group’s management bodies are fully in touch with operational needs. The Steering Committees meet three or four times per year, with members appointed for one-year terms by the Chairman of the Executive Board at the beginning of each year on the basis of current strategic challenges and priorities.
Introduced this year in France, North America and China, similar committees will be formed at a future date in other countries.
The Coordination Committee
The Executive Board is forming the Coordination Committee with the intention of boosting cross-functional interaction. This new body is being formed specifi cally to:
• provide overall development support and assistance to Group subsidiaries,
• act as a channel for informal communication,
• ensure consistency between the policies and the recommended measures.
The Coordination Committee meets two or three times per year.