More information about the board of directors

From the outset, towards the end of the 1960s, the five founding directors (G. Vincent, J. Borde, H. Fournier, M. de Sereys and G. Boreil) decided that their children would not have positions of responsibility within the company. Thermador Holding was created in 1986 with a view to a listing on the Stock Exchange in 1987 on Lyon’s second market. The main objectives going public were:

to ensure the durability and development of the group’s companies,
to facilitate the liquidity of the founders’ equity for the present and moving forward,
to satisfy and incentivize a large number of outside shareholders to allow a suitable degree of independence to the minority directors.

Today, our float represents 56% of the group’s capital. The 16 operational CEOs who make up the executive committee own 9.2%. This share is down because of the retirement in 2016 of Marylène Boyer and Hervé Le Guillerm. Excepting unusual circumstances, we expect that this share will continue to fall with the departure of the old guard and the arrival of younger CEOs.

Employees own 4.1% of the capital directly and via the FCPE Mutual Fund, investors 49.6% and individual shareholders 31.1%.

The board members who have arrived during the period have been chosen for their ersonalities (straightforward, unselfish, committed) and for their knowledge of the distribution, e-commerce, social media, innovation catalysers and decision processes in institutional and individual investment fields.

Their diversity of ages, origins and careers guarantee greater openness and protect us from the dangers of one-track thinking on the Board of Directors. Amongst the 11 board members, 5 are women, 5 are independent.

Seats on the board are distributed as follows:

One Board member and Chairman and CEO of Thermador Groupe.
One Board member and Deputy CEO of Thermador Groupe.
One Secretary of the Board and Deputy CEO of Thermador Groupe.
One Board member not free of interest, proposed by our first shareholder and representing institutional investors more generally.
One Board member not free of interests, founder of the group.
One Board member not free of interests, operational manager of a subsidiary of the group.
One Board member not free of interests representing the employees.
Four independent Board members.
One independent Board member representing individual shareholders.

This balance will give all shareholders the assurance of permanent surveillance of orientations and strategic decisions proposed by the operational managers and the proper functioning of the Board of Directors.

So as to maintain permanent contact with the reality of business on the ground, board members will be involved in the “issues and projects” day during February, during which the subsidiary CEOs outline their vision for the year ahead.

Each month, they receive reports written by each subsidiary CEO and can question the management of the group on their content.

For the same reason, we organize direct meetings between board members and members of the executive committee, concurrent with Board meetings.

Board of directors

Executive committee

Organisation chart