European leader in linen & workwear rental, laundry services,
hygiene and well-being services

Governance

Management Board


The Management Board currently has three members:

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Xavier Martiré
Chairman of the Management Board and Chief Executive Officer

Born 18 January 1971

Date first appointed: 5 September 2014

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Louis Guyot
Member of the Management Board
Chief Financial Officer

Born 23 May 1972

Date first appointed: 5 September 2014

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Matthieu Lecharny
Member of the Management Board
Deputy Chief Executive Officer in charge of Operations

Born 26 December 1969

Date first appointed: 5 September 2014




Supervisory Board


The Supervisory Board currently has 10 members:

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Thierry Morin
Chairman of the Supervisory Board, independent member

Born 27 March 1952

Date first appointed: 5 September 2014

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Marc Frappier
Vice-chairman of the Supervisory Board

Born 28 May 1973

Date first appointed: 5 September 2014

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Philippe Audouin
Member of the Supervisory Board

Born 3 April 1957

Date first appointed: 5 September 2014

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Michel Datchary
Independent Member of the Supervisory Board

Born 14 January 1952

Date first appointed: 5 September 2014

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Magali Chesse
Member of the Supervisory Board

Born 19 September 1974

Date first appointed: 1 June 2016

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Florence Noblot
Independent Member of the Supervisory Board

Born 15 May 1963

Date first appointed: 5 September 2014

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Agnès Pannier-Runacher
Independent Member of the Supervisory Board

Born 19 June 1974

Date first appointed: 8 October 2014

Maxime-De-Bentzmann
Maxime De Bentzmann
Member of the Supervisory Board

Born 30 September 1984

Date first appointed: 9 March 2016

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Philippe Delleur
Independent Member of the Supervisory Board

Born 11 April 1958

Date first appointed: 24 June 2015

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Anne Laure Commault
Member of the Supervisory Board

Born 19 october 1974

Date first appointed: 19 may 2017


The Supervisory Board's operating rules are defined by by-laws that were adopted on 5 September 2014. From 1st January to 5 September 2014, the operations of the statutory Board of Directors was defined in the company's statutes.

The Supervisory Board's by-laws state that the Board is to continuously supervise the company's management by its Board of Directors, under the conditions stipulated by law, the company's statutes and the by-laws of the Supervisory Board and its committees. At all times of year, it will perform the checks and controls that it deems appropriate and may request any documents that it considers useful in the fulfilment of its duties.

In particular, after the end of each half-year, the Board will check and control the semi-annual and annual consolidated financial accounts prepared by the Board of Directors. At each Ordinary Annual General Meeting, the Supervisory Board will present a report of its remarks on the management report produced by the Board of Directors, as well as on the consolidated financial accounts for the previous year.

The Board of Directors regularly informs it of the group's management targets and their fulfilment (particularly in respect of the annual budget and the investment plan), as well as investment, risk control and human resources management policies and their implementation at the group. The Board of Directors will also bring any unusual situations to it.

The Supervisory Board's by-laws also state its members' obligations as described in the AFEP-MEDEF Code on corporate governance. In particular, the by-laws stipulate that the Supervisory Board's members may request additional training on the special features of the company and of the companies that it controls, their businesses and their business sectors, and may also request information occasionally or hear from members of the Board of Directors or members of the Executive Committee. Finally, it is also stipulated that members of the Supervisory Board will, in general, receive periodic, ongoing information on the company's results, activities and developments.

The Board's by-laws define the terms and conditions of its meetings. Consequently, Supervisory Board meetings are convened by its chairperson or, in the event of an impediment, by its vice-chairperson, and by any available means, even orally.

However, the chair must convene the Supervisory Board when at least one member of the Board of Directors or at least one third of the members of the Supervisory Board submit a justified written request to do so, within 15 days of receipt of that request. If the request goes unanswered, its author(s) may convene the meeting themselves, providing the agenda for the session.

The Board meets at least once every three months, namely to examine the quarterly report that the Board of Directors must present to it, as needed by the Audit Committee, and to check and control the documents and information communicated by the Board of Directors, and at any other time, when in the company's interest. The frequency and length of the sessions must be such that they enable the examination and in-depth discussion of subjects under the Supervisory Board's responsibility.

The meetings are chaired by the chairperson or, in the event of his/her absence, by the vice-chairperson. In the event of the absence of both the chairperson and the vice-chairperson, they will be chaired by a member of the Supervisory Board designated by the Board. For the purpose of calculating the quorum and the majority of members of the Supervisory Board, members will be considered in attendance who are present through video conferencing or conference call methods that provide for their identification and can guarantee their effective participation, under the conditions set out by application legislation and regulation.

Finally, the by-laws stipulate the methodology for assessing the Supervisory Board's operations. To that end, the Board must dedicate a point on its agenda once a year, based on the report of the Nomination and Remuneration Committee , to assess its methods of operation. A formal assessment of the Supervisory Board and its committee must be produced at least once every three years, possibly led by an independent member of the Supervisory Board and, as needed, with the assistance of an outside consultant. The annual report informs the shareholders of the results of the assessments and any follow-on actions.

As the Supervisory Board was created on 5 September 2014, its operations have not yet been assessed.


Supervisory Board Committees


Audit Committee

The current Audit Committee members are:

Agnès Pannier-Runacher
Chairwoman
Agnès Pannier-Runacher being an independent Member of the Supervisory Board
Thierry Morin
Member
Thierry Morin being Chairman and independent Member of the Supervisory Board
Magali Chesse
Member
Magali Chesse being a Member of the Supervisory Board

The Audit Committee's mission is to track questions about the production and inspection of financial and accounts information and to ensure the effectiveness of the risk tracking and internal operational control system in order to simplify the Supervisory Board's performance of its inspection and control functions. Within this framework, the Audit Committee performs the following functions in particular: (i) monitoring of the process for producing financial information, (ii) monitoring of the effectiveness of the systems used for internal controls, internal audits and risk management relating to financial and accounts information, (iii) monitoring of statutory audits of the consolidated corporate accounts by the company's statutory auditors, and (iv) monitoring of the statutory auditors' independence.

The Audit Committee's by-laws stipulate that the company will have any resources it may deem necessary to the fulfilment of its functions. In particular, the Committee may hear the company's and the group's companies' statutory auditors, the financial, accounts and cash management directors, and the head of internal auditing. If the Committee so decides, those people may be heard outside the presence of the members of the Board of Directors. It may also ask the Board of Directors to supply any information it may consider to be necessary. The Committee may also contact members of the Executive Committee, after so informing the chairperson of the Board of Directors and on condition of reporting back to the Supervisory Board and the Board of Directors. The Committee receives meaningful documents falling under its remit (memoranda by financial analysts and ratings agencies, summaries of audit assignments, etc.). It may request any additional studies that it deems necessary.

The Audit Committee's annual and quarterly examinations of the accounts must be accompanied by a presentation by the statutory auditors, underscoring the main points of the results and the accounts options selected, and a presentation by the financial director describing the company's exposure to significant risks and off balance sheet commitments. Its meetings are held before the Supervisory Board's meetings and, whenever possible, at least two days prior to those meetings when the Audit Committee's meeting agenda covers an examination of the semi-annual and annual accounts prior to their examination by the Supervisory Board.

In 2014, the Audit Committee met four times with an average attendance rate of 100%. In particular, it met to examine the annual and semi-annual accounts and the related reports, the Board of Director's quarterly report to the Supervisory Board, and financial information documents.


Nomination and Remuneration Committee

The current members of the Nomination and Remuneration Committee are:

Michel Datchary
Chairman
Michel Datchary being an independent member of the Supervisory Board
Florence Noblot
Member
Florence Noblot being an independent member of the Supervisory Board
Marc Frappier
Member
Marc Frappier being a member of the Supervisory Board

The primary mission of the Nomination and Remuneration Committee is to assist the Supervisory Board with the membership of the company's executive bodies and with the determination and regular assessment of all of the remuneration and benefits of the members of the Board of Directors, including any deferred benefits and/or compensation for voluntary or forced departure from the group. Within this framework, it performs the following duties in particular: (i) proposals for the nomination of members to the Supervisory Board, the Board of Directors, the Advisory Committee and the committee that analyses the candidacies of non-independent members of the Supervisory Board, (ii) annual assessment of the accrued terms of office of the Supervisory Board members, (iii) examination and proposal to the Supervisory Board concerning all of the terms and conditions of remuneration of the members of the Board of Directors, (iv) examination and proposal to the Supervisory Board concerning the method of distribution of attendance tokens, and (v) other occasional duties.

In 2014, the Nomination and Remuneration Committee met twice, with an average attendance rate of 100%. In particular, it met to examine the methods of remuneration of the company's executives.


Auditors

Permanent statutory auditors

PricewaterhouseCoopers Audit

Represented by Bruno Tesnière
Member of the Regional Company of Statutory Auditors of Versailles

63 rue de Villiers
92200 Neuilly-sur-Seine
Appointment renewed at the General Meeting on 26 June 2013 for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending 31 December 2018.

Mazars

Represented by Isabelle Massa
Member of the Regional Company of Statutory Auditors of Versailles

61 rue Henri Regnault
Tour Exaltis
92400 Courbevoie
Appointment renewed at the General Meeting on 26 June 2013 for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending 31 December 2018.

Substitute statutory auditors

Anik Chaumartin
Member of the Regional Company of Statutory Auditors of Versailles

63 rue de Villiers
92200 Neuilly-sur-Seine

Appointed at the General Meeting on 26 June 2013 for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending 31 December 2018.

CBA
Member of the Regional Company of Statutory Auditors of Versailles

61 rue Henri Regnault
Tour Exaltis
92400 Courbevoie
Appointment renewed at the General Meeting on 26 June 2013 for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending 31 December 2018.

Executive Committee


Xavier Martiré
Chairman of the Management Board and Chief Executive Officer

Xavier Martiré is Chairman of Elis’ Management Board. Prior to the conversion of Elis into a société anonyme with a Management Board and Supervisory Board, he had been its Chairman and a Director since 2008. Xavier Martiré began his career with SNCF in 1997 as head of a TGV high-speed train maintenance workshop. He joined Elis in 1999 as a profit center director and went on to become regional manager before being appointed deputy CEO with responsibility for operations in France and then chairman of the company.

He is a graduate of the Ecole Polytechnique and Ecole Nationale des Ponts et Chaussées engineering schools.

Louis Guyot
Member of the Management Board and Chief Financial Officer

Louis Guyot has been a member of Elis’ Management Board and Chief Financial Officer since he joined Elis in 2013. He began his career in 1998 working at the French Treasury as deputy head of the financing and housing office department. He then went on to become CFO and CIO of Medica France from 2001 to 2004, director of business development and strategy at Compagnie des Alpes from 2004 to 2007 and then CFO and COO at Dalkia’s business development department from 2007 to 2010. Before joining Elis, he was Korian’s Executive Vice-President, Finance and International.

He is a graduate of the Ecole Polytechnique, Ecole Nationale des Ponts et Chaussées and Collège des Ingénieurs engineering schools.

Matthieu Lecharny
Member of the Management Board, Deputy Chief Executive Officer in charge of Operations

Matthieu Lecharny is a member of the Management Board and Deputy CEO of Elis responsible for marketing and business development, and overseeing acquisitions and operations in Brazil. He joined the company in 2009. His career began at Procter & Gamble in sales. He then moved on to Unilever, where he held various senior marketing positions between 1996 and 2009 in France and abroad. He was brand director for Oral Care in Europe from 2001 until 2003 and marketing director for Personal Care in France from 2003 until 2005. Before joining Elis, he was global marketing director for the Cif brand.

He is a graduate of the Ecole Supérieure de Commerce business school in Paris.

Alain Bonin
Deputy Chief Executive Officer in charge of Operations

Alain Bonin has been Deputy Chief Executive Officer since 2012, in charge of Operations since 2009. He is responsible for the sales and marketing departments covering the hospitality and healthcare market segments and for Elis’ operations in half of the French regions, as well as in Switzerland and Germany. Alain Bonin has worked for Elis since 1986 and has held a number of different managerial roles, including heading up several profit centers and a regional unit.

He holds a DUT university diploma in marketing techniques.

Yann Michel
Deputy Chief Executive Officer in charge of Operations

Yann Michel has been Deputy Chief Executive Officer since 2015. In this role, he is responsible for the sales and marketing department covering large accounts, ultra-clean service and for Elis’ operations in three French regions, along with Belgium, Italy and Check Republic. Yann has worked for Elis since 2004 and has held a number of different operational roles, including heading up two regional units.

He is a graduate of the UTC (Compiègne).

Frédéric Deletombe
Chief Executive Officer in charge of Operations, purchase and supply chain

Frédéric Deletombe has been director of engineering and information systems, purchase and supply chain since 2009. He joined Elis in 2006 and has held various managerial responsibilities. Previously, Frédéric Deletombe held managerial duties with the operational and production departments at IBM Microelectronics and then Altis Semiconductors.

He is a graduate of the Ecole Polytechnique and Ecole Nationale Supérieure de Techniques Avancées (ENSTA) and also holds a DEA postgraduate diploma in business and production organization (ENPC).

Didier Lachaud
Director of Human Resources and Director RSE

Didier Lachaud has been Director of Human Resources since 2010. Before joining Elis, he was employed in a number of different roles in the HR departments of Schlumberger and Air Liquide and was also HR director of the Fives group and Gemplus (renamed Gemalto). Didier Lachaud was also a consultant at Vacoas Management and Neumann International.

He is a graduate of the Institut d’Etudes Politiques in Paris and holds a master’s degree in private law.

François Blanc
Director of Transformation and Information Systems

François Blanc is Director of Transformation and Information Systems. He joined the Group in late 2014. Previously, François Blanc held the roles of Director of Information Systems at Matra Défense, Matra-BAe Dynamics and Valeo. He has led global transformation programmes for production, research and development, financial controlling, and purchasing.

He is a graduate of the Ecole Polytechnique and the Ecole des Mines de Paris.

Caroline Roche
Marketing and Innovation Director

Caroline Roche is the Marketing and Innovation Director at Elis since April 2016. Before joining Elis, Caroline Roche occupied several marketing, digital and e-commerce executive positions in distribution, in particular in the Group GO Sport, Marionnaud and the Group Galleries Lafayette. She also gained experience in web agencies and marketing services departments at Laser Loyalty.

Caroline Roche graduated from the College of Business of Montpellier and obtained a Master's degree of international marketing at the University Complutense of Madrid.