Corporate governance

Board of Directors

ABC arbitrage and ABC arbitrage Asset Management are limited companies with a board of directors. The board of directors determines the orientations of the activity and the general policy of the company and the group. He controls and directs the management. It approves the means necessary to achieve the strategic objectives that it defines. He oversees the implementation of the company’s management and control program and reports to the shareholders.

ABC arbitrage is a member of the IFA – Institut Français des Administrateurs ( IFA provides directors with all the information, training and expertise they need to perform their duties and associates all those who wish to contribute to the evolution of professional standards and best governance practices.

For information on the board of directors and corporate governance, consult the annual financial report


Audit Comittee

The audit committee is responsible for the following tasks:

  • It follows the process of preparing financial information and, where appropriate, makes recommendations to ensure its integrity;
  • It monitors the effectiveness of the internal control and risk management systems, as well as, where appropriate, the internal audit, as regards the procedures relating to the preparation and processing of accounting and financial information, without that his independence be undermined;
  • It issues a recommendation on the statutory auditors proposed for appointment by the general meeting. This recommendation to the Council is drawn up in accordance with regulation;
  • it also issues a recommendation to the Board when the renewal of the mandate of the statutory auditor (s) is envisaged under the conditions defined by the regulations;
  • It monitors the fulfillment by the statutory auditor of his mission and takes into account the findings and conclusions of the High Council of the Auditors following the controls carried out pursuant to the regulations;
  • It ensures compliance by the auditor with the conditions of independence under the conditions and in the manner provided for by the regulations;
  • It approves, the provision of services other than the certification of accounts in accordance with applicable regulations;
  • He reports regularly to the Board on the performance of his duties. It also reports on the results of the audit certification mission, how this mission contributed to the integrity of the financial information and the role it played in this process. He informs him without delay of any difficulty encountered.

This committee is made up of Xavier Chauderlot Permanent Representative of Aubépar Industries SE, Sabine Roux de Bezieux, Marie-Ange Verdickt. It is chaired by Muriel Videmont Delaborde.

Strategy Committee

The Strategy Committee makes recommendations to the Board of Directors on the overall strategic direction of the Company and the Group, the business development strategy and any other important strategic issues examined by the Board. It also examines in detail any major investment, acquisition, divestment or disposal projects submitted for its review and makes recommendations to the Board as to whether the projects should be approved or rejected.

This committee is made up of all the members of the Board of Directors. This committee is chaired by Dominique Ceolin.

Compensation Committee

This committee’s role is to prepare the Board’s compensation-related decisions and, more generally, to review compensation policy issues. The aim is to diversify and optimize the group’s compensation policy in order to attract, motivate and retain its executives and employees and thereby preserve and improve the group’s performance.

This committee is made up of all the members of the Board of Directors. This committee is chaired by Dominique Ceolin.

Compensation Policy

The compensation policy for the chairman and chief executive officer of ABC arbitrage – Mr. Dominique CEOLIN – and the deputy chief executive officer – Mr. David HOEY – breaks down as follows:

– A fixed amount controlled.

– Variable compensation indexed to earnings, between 1% and 3% of consolidated net income allowing real convergence of interest with shareholders. Compensation is based on a number of both objective (quantitative) and subjective (qualitative) criteria, including the Group’s performance, risk-reward profile, quality of management (staff turnover, etc.) and more generally any initiative designed to consolidate the Group’s long-term development. In other words, the actual bonus depends partly on an assessment of the executive officer’s quality of work and behaviour within the group.

– A further bonus equal to 0.25% of consolidated net income for executive officers. Paying a percentage of each year’s income to executive officers in the form of a bonus means that the officers are directly rewarded for their contribution to results and their long-term commitment.

– There are no benefits, no additional costs due to the termination or change of the CEO’s and deputy CEO’s duties.

Detailed clarifications are available in the Universal Registration Document pages 16 to 18. Detailed figures for previous years are available in the Universal Registration Document pages 21 & 22.

For more details about governance consult our financial report

Universal Registration Document 2019


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