The Governance & Ethics Committee

The Governance & Ethics Committee recommends to the Board of Directors qualified candidates for election as directors or appointment as corporate executive officers. The Committee’s other main objectives are to prepare the corporate governance rules applicable to the Company, monitor their application, ensure respect for ethics and discuss any questions related to ethics or situations of conflicts of interest. 

Assisting the Board of Directors

In March 2013, the Board of Directors decided to change the name of the Nominating & Governance Committee to the Governance & Ethics Committee. The Nominating & Governance Committee had been separated from the previous Appointments & Compensation Committee in February 2007. 

The Committee has various responsabilities that include:

  • Presenting its recommendations to the Board for its membership and the membership of its committees;
  • Proposing annually  to the Board the list of the directors who may be considered as "independant directors"
  • Assisting the Board in selecting and evaluating corporate executive officers and examining the preparation of their possible successors;
  • Proposing methods for the Board to evaluate its performance;
  • Proposing to the Board the terms and conditions for allocating directors’ attendance fees;
  • Developing and recommending to the Board corporate governance principles applicable to the Company;
  • Discussing and examining ethics questions and situations of interest that have come to its attention or that the Board or Board Chairman refers for its review.
  • Examining the conformity of  the Company's governance practices with the recommendations of the Code of Corporate Governance adopted by the Company;
  • Supervising and monitoring implementation of the Company’s approach to ethics and compliance;
  • Discussing any questions related to ethics or situation of conflicts of interest;
  • Reviewing any changes to the Board of Directors’ responsibilities.
At least half of the Governance & Ethics Committee’s members must be independent directors.


The Governance & Ethics: Members and Procedures

The Governance & Ethics Committee meets at least twice a year. It consists of a minimum of three directors appointed by the Board of Directors and elects its chairman and secretary, the latter being a senior executive of the Company.

The Committee may invite the Chairman of the Board of Directors or the Chief Executive Officer, as applicable, to present their recommendations. It reports on its work to the Board.

As of May 24, 2016, the members of the Governance & Ethics Committee are :

  • Patricia Barbizet, Chairwoman,
  • Anne-Marie Idrac,
  • Barbara Kux.


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