The Chairman of the Board of Directors organizes and directs the work of the Board and reports to the general meeting. She/he is responsible for ensuring the smooth functioning of the company's divisions and, in particular, that the managers are able to fulfill their mission. Pursuant to Act No. 2008-649 of July 3, 2008, by decision dated December 16, 2014, the Board decided to adopt as its Model Code the Code of Corporate Governance MIDDLENEXT.
Composition of the bodies of Corporate Management and Governance
Directors
- Chairman and CEO: Mr. Matthieu FRECHIN
- COO : Mr. Dominique DERVEAUX
- Deputy CEO & Pharmacist Manager : Mr. Alain MASSON
Board of Directors
The Board of Directors, presided by its Chairman, determines the direction of the business of the Company and ensures its implementation. The Chairman of the Board of Directors organizes and directs the work of the Board and reports to the general meeting. He/she is responsible for ensuring the smooth functioning of the company's divisions and in particular, that the managers are able to fulfill their mission. Subject to the powers expressly attributed to shareholders' meetings and within the limits of the company's purpose, it deals with all matters concerning the smooth running of the company and settles, through its deliberations, matters that concern it
The Board of Directors is composed of eight members, including four who qualify as independent directors:
- Mrs. Marie-Josèphe BAUD
- Mr. Louis CHAMPEL
- Mrs. Audrey CHANOINAT
- M. Etienne FRECHIN
- Mr. Luc FRECHIN
- Mr. Matthieu FRECHIN
- Mrs. Anne-Marie GRAFFIN
To the Company's knowledge, during the past five years, no member of the Board of Directors of the Company:
- has been convicted of fraud or has had any official public sanction pronounced against him /her by the statutory or regulatory authorities.
- has been involved in a bankruptcy, receivership or liquidation as a manager or company agent.
- has been prevented from acting as a member of a board, managerial or monitoring body or participating in the management of an issuer.
The committees of the Board of Directors
The Board of Directors is assisted in its work by an Audit Committee, a Compensation Committee and a Strategy Committee.
The Compensation Committee
The Compensation Committee was instituted by the terms of the meeting of the Board of Directors held on April 9, 2004 with the purpose of examining the compensation of the corporate officers of the Company and, as needed, of the employees of the member companies of the Group.
The members are:
- Mr. Philippe ARNOLD, independent member
- Mrs. Marie-Josèphe BAUD, independent member
- Mr. Louis CHAMPEL, independent member
- Mr. Luc FRECHIN, member
- Mrs. Anne-Marie GRAFFIN, independent member
The Audit Committee
The Board of Directors set up an Audit Committee at its meeting on 4 April 2008. The task of this committee is to advise the Board of Directors on semi-annual and annual corporate and consolidated financial statements of Vetoquinol SA. The Committee monitors the effectiveness of internal control, risk management and internal audit systems. The financial statements submitted to the Board of Directors must include full disclosure.
Today the Audit Committee members are:
- Mr. Philippe ARNOLD, independent member
- Mrs. Marie-Josèphe BAUD, independent member
- Mr. Louis CHAMPEL, independent member
- Mrs. Audrey CHANOINAT, member
- Mr. Luc FRECHIN, member
- Mrs. Anne-Marie GRAFFIN, independent member
The Strategy Committee
The Strategy Committee was established on September 18, 2006. Its primary role is to issue recommendations for the Board of Directors in the following areas:
- review the Group's strategy and general policy
- reviewing external development opportunities
- studying the evolution and perspectives of the Group’s activities both on national and international scale
- reviewing the international expansion projects
- reviewing both company and managers’ strategies that could be implemented, notably with regard to investments.
The committee currently comprises the following individuals:
- Chairman and CEO, Mr. Matthieu Frechin
- COO, Mr. Dominique Derveaux
- 6 members.
Shareholdings of members of the board and management as of 30/04/2024
| Name | Unrestricted ownership |
Usufruct | Ownership without usufruct |
TOTAL (*) | % | Application for options |
|---|---|---|---|---|---|---|
|
Mr. Etienne Frechin |
10 586 | 78 684 | 10 586 | 0.10% | NA | |
|
Mr. Matthieu Frechin |
113 280 | 13000 | 126 280 | 1.06% | NA | |
|
Mr. Luc Frechin |
95 000 | 95 000 | 0.80% | NA | ||
|
Mr. Philippe Arnold |
2 | 2 | NS | NA | ||
|
Mr. Louis Champel |
100 | 100 | NS | NA | ||
|
Mr. Alain Masson |
1600 | 1600 | 0.01% | 600 | ||
|
Mrs. Marie-Josèphe Baud |
200 | 200 | NS | NA | ||
|
Mr. Dominique Derveaux |
5500 | 5500 | 0.04% | NA | ||
|
Mrs. Audrey Chanoinat |
9135 | 9135 | 0.07% | NA | ||
|
Mrs. Anne-Marie Graffin |
2 | 2 | NS | NA | ||
| Total number of shares making up the share capital: 11.881.902 | ||||||