Governance

To ensure a balanced corporate governance

Board of Directors

According to Korian, Governance means a Board of Directors whose composition achieves a proper balance between expertise and independence. Each member brings his expertise to the implementation of the Group’s strategy, while allowing the Board of Directors to ensure the independence and objectivity necessary to the fulfilment of its missions.

With Christian Chautard as its Chairman, the Board of Directors determines the Company's business strategy and monitors its implementation. The modalities of its organisation and its operation are set in its Internal Regulations, as well as the rules of conduct its members must abide by.

Balanced representation between women and men

Korian seeks to maintain a balanced representation between women and men in its Board of Directors. In accordance with legislation in force, 40% of the Directors are women.

On 30 January 2017, Korian received the Gender Equality Grand Prize in the SBF 80 category and the Gender Equality Prize in the Healthcare Goods and Services category, based on the Zimmermann Index.

 

Independence of Directors

The independence of Directors is assessed each year by the Board of Directors based on the AFEP-MEDEF criteria. In line with the principles set out in the AFEP-MEDEF Code, 50% of the Directors are independent. None of the five independent directors holds more than 10% of the Company's share capital or voting rights.

 

Internationality of the Board

The Board of Directors pays close attention when proposing candidates for director positions to the shareholders, who reflect the Group's truly multinational dimension. The last appointments are in this vein, especially the ratification of the co-optation of Mrs. ElisabethT. Stheeman and the appointment of Mr. Markus Müschenich as new Directors on 22 June 2017. In this way, 80% of the Directors have an international profile and 33% are foreigners.

The Specialised Committees

Four Committees assist the Board in its decisions and submit their propositions to it.

  • Audit Committee

    In addition to its missions related to the accounting process, it oversees management control, it ensures the clarity of public information and it analyses risk levels and risk prevention procedures.

  • Compensation and Appointments

    It is in charge of, in particular, rendering an opinion on company agents candidates and on their remuneration, and periodically evaluating the functioning of the Board of Directors.

  • Investment Committee

    Its responsibility is to examine and render an opinion on any structuring investment or divestment of the Group.

  • Ethics and Quality Committee

    This Committee validates and monitors the implementation of the Ethics and Quality process and validates the mapping of business risks, assesses business risks prevention processes within the Group and proposes improvement to the Board.

The Group Executive Committee

After the merger of the Group's businesses and organisation in 2014, the Group Executive Committee’s composition was modified in order to rebalance the size of the various entities represented therein and to strengthen the business expertise thereon. It is now composed of the Country Heads and the heads of the Group's strategic departments. 

In each country where the Group operates, the Country Head is supported by a specialised team, which regularly meets in Management Committees to discuss country-specific "business" issues.

« Comply or Explain »

The Korian group refers to the AFEP-MEDEF Code of Governance, and particularly to the « Comply or Explain » rule. The Group deems that its practices comply with the recommendations of the AFEP-MEDEF Code, except where expressly indicated otherwise in the table reproduced in the Registration Document.