Corporate principles

TP SE refers to the corporate governance code of listed companies of the AFEP and the MEDEF.

The Corporate Governance Framework of TP SE is structured as follows:

  • The Board of Directors - in the form of a Conseil d’administration - sets the strategic guidelines for TP’s activities and oversees their implementation. The Board considers all matters regarding the operations of the Group and, through its deliberations, settles any issues arising. It is composed of a majority of independent members.
  • The Executive Management is exercised by a Chief Executive Officer, who has full powers to act in any circumstances in the company’s name within the limits of the corporate purpose and subject to the powers expressly reserved by law to general meetings of shareholders and the Board of Directors. He represents the Company in its relations with third parties.
  • The Executive Committee assists the Chief Executive Officer in his functions and consists of a reduced number of key managers. It is responsible for the Group’s operational management. It implements the strategic orientations defined by the Board of Directors, ensures the coherence of the actions undertaken by all of the subsidiaries and discusses the major operational initiatives necessary to the development of the Group and to its performance.

In the performance of its missions and duties, the Board is assisted by four specialized Committees: the Audit, Risk and Compliance Committee, the Remuneration and Governance Committee, the CSR Committee and AI and Innovation Committee.
The works performed by the Committees, which report on their work after each of their meetings, assist the Board of Directors in its discussions and decision making. The Board Committees work on assignments entrusted to them by the Board. They actively prepare their works and inform the Board of all points which appear to raise an issue or require a decision, thus facilitating its deliberations. They also provide any advice and recommendation to the Board as falls within their remit, but have no power of decision, subject to the decisions that the Audit and Compliance Committee may adopt pursuant to applicable legal and regulatory provisions, under the responsibility of the Board.

The Remuneration and Governance Committee issues opinions and recommendations regarding:

  • the selection, renewal and qualification of directors and executive officers;
  • the remuneration of directors and executive officers.

The Audit, Risk and Compliance Committee's overall remit is to monitor issues relating to the preparation and control of financial and accounting information. It prepares the background work for the Board’s approval of the annual (parent company and consolidated) financial statements and its review of the half-yearly financial statements.
As part of its specific remit, the Committee is primarily responsible for monitoring:

  • the financial information preparation process;
  • the effectiveness of the internal control and risk management systems;
  • the statutory audit of the parent company and consolidated accounts performed by the statutory auditors;
  • the independence of the statutory auditors.

The purpose of this statutory assignment is to prepare and facilitate the oversight work of the Board of Directors, anticipate potential problems, identify all risks, notify the Board of those risks and issue appropriate recommendations to the Board.

The CSR Committee's main mission is to monitor issues relating to social and environmental responsibility (social, societal and environmental issues), taking into account legal and regulatory requirements as well as the recommendations of the AFEP-MEDEF code in that regard. Its role is to prepare and facilitate the work of the Board of Directors and to submit to it any opinions, proposals or recommendations in the areas within its remit and it can be consulted by the latter.

As part of its specific remit, the Committee is primarily responsible for :

  • the follow-up on the internal impact of the Group’s CSR policy;
  • the follow-up on the external impact of the Group’s CSR policy.
The AI and Innovation Committee is in charge of examining and issuing opinions and recommendations to the Board of Directors on:
  • major investment and/or partnership projects in the field of technology and AI in relation to the Group's strategy and activities, in conjunction with the Executive Management;
  • the integration of technology and AI solutions into the Group's services and activities;
  • the associated governance (organization, talents, compliance...);
  • in conjunction with other Board committees, potential risks and impacts in terms of economic performance or image for the Group, and ethical considerations.

Board of Directors

An expert, diversified and independent Board of Directors to set the Group’s strategic orientations.

Audit, Risk and Compliance Committee

Vera Songwe (C)  
Varun Bery 
Ingrid Johnson
Thomas Mackenbrock 

AI & Innovation Committee

Mehdi Ghissassi (C)
Jorge Amar
Moulay Hafid Elalamy 
Kevin Niu

Sustainability Committee

Brigitte Daubry (C)
Vaggelis Papadopoulos 
Vera Songwe

Remuneration & Governance Committee

Pauline Ginestié (C)
Sheikha Hanadi Bint Nasser Al-Thani 
Moulay Hafid Elalamy 
Véronique de Jocas 

AN AGILE TEAM TO LEAD THE TRANSFORMATION OF THE GROUP

Executive Committee

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