Governance | 2023-2024 Integrated Report (2024)

Governance

Edenred's management bodies are the Board of Directors, complimented by three committees and the Executive Committee. Through their complementary actions, they ensure that strategy and operational management are aligned. They are made up of men and women who, through their expertise and diversity, ensure Edenred's responsible and sustainable performance.

Board of Directors
Committees of the Board of Directors
Executive Committee

The Board of Directors: a vision for a sustainable future

The Board of Directors is tasked with determining Edenred’s strategic orientations, including CSR, and overseeing their effective implementation. It is distinguished by its quest for independence(with 90% independent members), gender diversity (with 50% women), cultural diversity (four nationalities represented) and diverse skill set (covering a broad spectrum of expertise). Its governance charter is based on its Internal Regulations and Edenred's bylaws.

In 2023, Edenred’s Board of Directors met eight times, with an attendance rate of 97%.

Membership at January 1, 2024

Bertrand Dumazy

Chairman and Chief Executive Officer of Edenred

Chairman and Chief Executive Officer of Edenred

Dominique D'Hinnin

Lead Independent Director and Vice-Chairman of the Board of Directors

Independent director
Chairman of the Compensation, Appointments and CSR Committee
Member of the Audit and Risks Committee

Cédric Appert

Employee-representative director

Member of the Commitments Committee

Nathalie Balla

Chair of New R

Independent director

Sylvia Coutinho

Country Head of UBS Group Brazil

Independent director
Member of the Compensation, Appointments and CSR Committee

Angeles Garcia-Poveda

Chairman of Legrand SA

Independent director
Member of the Compensation, Appointments and CSR Committee

Maëlle Gavet

Chief Executive Officer of Techstars

Independent director
Member of the Commitments Committee

Graziella Gavezotti

Employee-representative director

Member of the Audit and Risks Committee

Jean-Romain Lhomme

Chief Operating Officer of Videlot and Chief Executive Officer of Imagine

Independent director
Chairman of the Commitments Committee

Monica Mondardini

Chief Executive Officer of CIR S.p.A.

Independent director
Member of the Audit and Risks Committee

Bernardo Sanchez Incera

Chairman of the Board of Directors of Coface SA

Independent director
Chairman of the Audit and Risks Committee

Philippe Vallée

Executive Vice President, Digital Identity & Security of Thales

Independent director
Member of the Commitments Committee

Governance | 2023-2024 Integrated Report (14)

Three permanent committees, providing support

These committees prepare the work and discussions of the Board of Directors in their respective areas of expertise and, where appropriate, examine certain issues at the initiative of the Chairman of the Board of Directors. Their members are appointed for their particular skills, they submit their observations, opinions, proposals and recommendations to the Board on a regular basis.

Audit and Risks Committee

The Audit and Risks Committee is responsible, among other things, for ensuring that the accounting policies and preparation processes used for financial information are appropriate and applied consistently from one period to the next. It ensures the truthfulness and fairness of Edenred’s parent company and consolidated financial statements, seeking to reduce risk exposure.

The Audit and Risks Committee convened four times in 2023. In addition to its preparatory work for discussions on the parent company financial statements andbudget, the committee focused on risk mapping (including CSR risks), protecting personal data, monitoring the anti-corruption policy and implementing business tools facilitating real-time transaction verification. Furthermore, it monitored compliance and cybersecurity issues.

Commitments Committee

The Commitments Committee is primarily responsible for preparing Board meetings and making recommendations on transactions with a significant impact on Edenred’s strategy or resulting in substantial alteration in its business base.

The five meetings held by the Commitments Committee in 2023 enabled the monitoring of transactions carried out in previous years and the acquisition of Reward Gateway, and the assessment other potential transactions.

Compensation, Appointments and CSR Committee

The Compensation, Appointments and CSR Committee’s responsibilities include making recommendations on executive corporate officers’ compensation and benefits, the performance share allocation policy and changes in the membership of management bodies and CSR issues.

Throughout its four meetings in 2023, this Committee undertook preparations the Board of Directors covering various topics, including corporate officers' compensation and the diversity policy for management bodies, and the policy on professional and pay equality. It also looked at non-financial ratings and the 2050 net zero carbon target, including the first action plans to reduce emissions.

The Executive Committee: responsible action

The Executive Committee meets approximately twice a month, assembling operational representatives from Edenred’s three main business lines and the heads of corporate functions who provide operational expertise. As of January 1, 2024, it comprised 10 members, including 3 women.

Jacques Adoue