Carbios’ Governance


 

An operations-focused Executive Commitee

The Executive Committee plays a central role in leading the company’s projects:
• it determines and monitors actions to be carried out in the business;
• it oversees operations;
• it coordinates approaches to cross-functional issues and projects;
• it contributes to improving relationships with academics and industrials;
• it anticipates and prepares for organisational and strategic developments for the Company.

These highly experienced executives act as a team in charge of the implementation of Carbios’ strategy, ensuring that action plans are coordinated and applied throughout Company.

Executive Committee

Vincent Kamel

CEO

Lionel Arras

Chief Technology and Industrialization Officer

Sophie Balmary

Chief People, Legal Affairs and Communication Officer

Delphine Denoizé

Chief Programs Funding and Sustainability Officer

Tommy Maussin

Chief Business Officer

Étienne Auriau

Chief Financial Officer

The Board of Directors

The Board of Directors’ task is to determine the operating priorities of the Company and ensure they are implemented. Its members have strong complementary expertise in industry, research and finance and high-level international experience.

Board of Directors

Isabelle Parize

Chairwoman of the Board of Directors

Karine Auclair

Independant Director

Vincent Kamel

Director

Jennifer Saenz

Independant Director

Laurent Schmitt

Director, representative of BOLD, Business Opportunities for L’Oréal Development

Mateus Schreiner Garcez Lopes

Independant Director

Nicolas Seeboth

Director, representative of Michelin Ventures.

Alen Vukic

Non-voting Director, representative of Copernicus Wealth Management.

Audit Committee

The Scientific Advisory Board (or « SAB ») is a consultative scientific committee that was formed to assist the Board of Directors with all scientific issues, by providing advice, suggestions and recommendations.

The Audit Committee is an ad hoc advisory committee whose general mission is to assist the Board of Directors with regard to the accuracy of the financial statements, the quality of the internal control system, the quality and relevance of the information provided and the Statutory Auditors’ proper execution of their assignment. It does this by issuing opinions, proposals and recommendations. To this effect, the Audit Committee’s duties are the following:
• verifying that the Company has set up and uses an organization and resources to provide fair, accurate and reliable accounting information to shareholders and the market;
• ensuring that procedures have been laid down and are implemented with regard to choosing the Statutory Auditors and complying with the latter’s recommendations;
• ensuring that the financial information published is consistent with the Company’s financial statements;
• examining the replies provided by the Executive Management to the questions submitted by stock market authorities and financial analysts;
• ensuring that procedures have been laid down and are implemented correctly to identify, qualify and control the risks incurred by the Company;
• ensuring the existence and assessing the relevance of financial control and internal audit procedures.

The members of the Audit Committee are appointed by the Board of Directors for a fixed term set by the appointment decision, with the understanding that the Board of Directors may terminate the duties of the members of the Audit Committee at any time without compensation, without prior notice and without having to justify its decision.

It is composed of the following members:
• Ms Julie SONIES, who chairs it;
• Mr Mateus SCHREINER GARCEZ LOPES; and
• Michelin Ventures, represented by Nicolas SEEBOTH.

The Audit Committee meets 2 or 3 times a year, at the request of its Chairwoman or the Board of Directors.

The Audit Committee’s decisions are adopted by a majority of the members present at the meeting. A member cannot be represented by another member and the decisions of the Audit Committee are counter-signed in its minutes.

Compensation and Appointments Committee

The Compensation and Appointments Committee (formerly the Compensation and Appointments Commission) is an ad hoc advisory body whose general mission is to assist the Board of Directors on any issue related to the compensation of any person performing a task for the Company, such as its executive officers, employees and consultants. It does this by issuing opinions, proposals and recommendations. The Committee’s mission is also to assist the Board of Directors in the appointment of any person to the functions of, in particular, directors and executive officers.

It reports to the Board of Directors on a regular basis.

It is composed of the following members:
• Business Opportunities for L’Oréal Development, represented by Mr. Laurent SCHMITT, who chairs it ;
• Ms Isabelle PARIZE; and
• Ms Julie SONIES, independant member.

The Compensation and Appointments Committee meets at least once a year.

Its duties involve the following:
• analyzing compensation;
• proposing the award of exceptional compensation;
• putting forward proposals to define criteria and objectives;
• appointment proposals.

Strategy and CSR Committee

When the Company wishes to address issues related to strategy or CSR (Corporate Social and Environmental Responsibility), the Strategy and CSR Committee, created by the merger of the former Strategy Commission and CSR Commission, meets.

It is composed of the following members:
• Ms Isabelle PARIZE, who chairs it;
• Business Opportunities for L’Oréal Development, represented by Mr. Monsieur Laurent SCHMITT ; and
• Michelin Ventures, represented by Mr. Nicolas SEEBOTH.

The Strategy and CSR Committee meets as often as its Chairman deems necessary.

Its general mission is:
• to participate in determining the strategy of the Company and the Group and in monitoring its implementation;
• to maintain an ongoing dialog with Executive Management on the strategic developments of the Company and the Group;
• to verify that Executive Management follows a thorough reflection process and examines all possible options;
• to bring together experts to examine the appropriateness of the strategic choices considered;
• to assist and make recommendations to the Board of Directors on the Company’s CSR commitments, action programs and roadmap.