Corporate Governance

Board of Directors

The Board of Directors is responsible for setting the company’s strategy and direction for company operations, and for overseeing their implementation.

*Independent Directors

  • André Harari

    André Harari, 71, Chairman of the Board of Directors of Lectra since May 3, 2002.

    He became Vice Chairman of Lectra’s Board of Directors in 1991, and Vice Chairman and Executive Vice President in 1998. He was a member of the Supervisory Board of Lectra from 1978 to 1990, when Compagnie Financière du Scribe was a minority shareholder of Lectra since its early stage, before taking control of it at the end of 1990.

    André Harari holds no outside directorships. André Harari was Chairman and Chief Executive Officer of Compagnie Financière du Scribe (Paris, France), a venture capital firm specialized in technology companies, which he founded in 1975. Together with his brother Daniel Harari, he was the main shareholder in Compagnie Financière du Scribe until its merger with Lectra on April 30, 1998. He began his career with the consulting division of Arthur Andersen (Paris, 1970-1975).

    André Harari, of French nationality, is a graduate of the École Polytechnique and the École Nationale de la Statistique et de l'Administration Économique (Paris). He also holds a doctorate in management science from the University of Paris-Dauphine. 

  • Daniel Harari

    Daniel Harari, 60, Director and Chief Executive Officer of Lectra since May 3, 2002, Chairman of the Executive Committee since its creation in 2005.

    He became Chairman and Chief Executive Officer of Lectra in 1991, following its takeover by Compagnie Financière du Scribe at the end of 1990. He holds no directorships outside the company and its subsidiaries. 

    Daniel Harari was a director (since 1981) and Chief Executive Officer (since 1986) of Compagnie Financière du Scribe, a venture capital firm specialized in technology companies. André Harari and Daniel Harari were the main shareholders until its merger with Lectra on April 30, 1998. 

    He began his career as Vice President of Société d'Etudes et de Gestion Financière Meeschaert, an asset management company (Paris, France, 1980-1983). He was then Chairman and Chief Executive Officer of La Solution Informatique (1984-1990), a PC distribution and services company, and of Interleaf France (1986-1989), a subsidiary of the U.S. software publisher, both of which he founded in Paris. 

    Daniel Harari, of French nationality, is a graduate of the École Polytechnique (Paris, France) and the Institut Supérieur des Affaires (Paris, coupled with the second year of the Stanford Business School MBA program, Palo Alto, CA, United States).

  • Anne Binder

    Anne Binder, 64, Director of Lectra since October 27, 2011.

    Anne Binder is currently a consultant in financial strategy and an independent director for publicly traded and non-publicly traded companies. From 1993 to 1996, she was the Executive Manager in charge of the development in France of international financial services group GE Capital and Director of its French subsidiary. From 1990 to 1993, she was the Chief Executive Officer of the holding company Euris and Deputy Chief Executive Officer of the investment fund Euris (investments in industrial companies). From 1983 to 1990, she participated in the creation and was General Manager of the French Pallas group (bank and investment). Prior to that, she was an associate manager for Générale Occidentale (bank and industrial holding) from 1978 to 1982. At the beginning of her career, she was a consultant at Boston Consulting Group and then associate manager at Lazard Frères Bank in Paris.

    Anne Binder is member of the Strategic Committee of AM France, which manages Alternativa (new European exchange market for small and medium-sized growth companies), member of the Board of Directors of Oceasoft and Senior Advisor of Tikehau. She is also Vice Chairman of the French National Chamber of Financial Expert Consultants.

    Anne Binder, of French nationality, graduated from the Institut d’Etudes Politiques of Paris. She also has a BA from the Paris faculty of law and a Master in Business Administration from INSEAD in Fontainebleau, France.

  • Bernard Jourdan

    Bernard Jourdan, 70, Director of Lectra since December 21, 2011.

    Bernard Jourdan is currently an independent strategy and management consultant. From 1995 to 2005, he was member of the Board of Directors and Executive Vice President of the SPIE Group, a European leader in electrical and mechanical engineering and heating, ventilation and air conditioning services, energy and communication systems. 

    From 1990 to 1995, he was Executive Vice President of Operations of the French subsidiary of the Schindler Group, a leading global provider of elevators, escalators and related services. From 1978 to 1990, he held various positions at Compagnie Générale des Eaux (currently Veolia Environment) group, a world leader in water treatment, environmental services, and energy services; he was, in particular, member of the Board of Directors and Chief Executive Officer of subsidiaries of the group in France from 1987 to 1990 and Executive Vice President and Chief Operating Officer of the U.S. division from 1981 to 1986. In his early career, he was successively a consultant at Arthur Andersen Paris, associate manager at First National Bank of Chicago, and project manager at the Institut de Développement Industriel (IDI) in Paris. 

    Bernard Jourdan, of French nationality, holds a Master of Science in Management from the Sloan School of Management (MIT, Cambridge, USA), is an alumnus of Ecole Centrale de Paris (Engineering), and obtained an MS (DECS) in accounting from the University of Paris and a BA in economics from the University of Paris Assas.

Code of Corporate Governance

The company has taken strenuous measures since the early 2000s to implement the requirements of corporate governance. In 2002, the Board of Directors separated the functions of Chairman of the Board of Directors from those of Chief Executive Officer. Following its publication in December 2008, the Board of Directors has decided to adopt the recommendations issued jointly by the AFEP and the MEDEF in their Code of Corporate Governance of listed companies ("AFEP-MEDEF Code") as the code of corporate governance to which the company voluntarily refers and to comply with its provisions or, should any of these provisions be deemed inappropriate with respect to the specific circumstances of the company, to explain the reasons for not applying them.

Compensation of executive directors

February 11, 2015

Internal rules and procedures

 

The Board of Directors’ Internal Rules and Procedures set forth the composition, role, powers and operating procedures of the Board of Directors and its specialized Committees, the rights, duties and rules of conduct incumbent upon Board members, as well as the specific duties and powers of the Chairman and the Chief Executive Officer.

Each Director is deemed to adhere to these Internal Rules and Procedures and to comply with all of its provisions.

The company has stated that it abides by the AFEP-MEDEF Corporate Governance Code of Listed Companies, and the Board of Directors rigorously enforces its provisions. Where it deems these provisions to be irrelevant in light of the specific circumstances of the company, it explains its reasons for non-compliance.

This English version is a translation of the original French Règlement intérieur du Conseil d’Administration.

 

Internal Rules and Procedures

February 11, 2015

Corporate Social and Environmental Responsibility Policy

Diversity, ethical values and core values

Uncompromising ethical rigor in the conduct of its business activities, and respect for the individual, are fundamental values of Lectra.

Lectra rejects all notion or practice of discrimination between people, notably on grounds of sex, age, handicap, ethnic origin, social origin, or nationality. This principle ensures fair treatment in terms of equal career opportunities and equal pay.

As for diversity, it has been one the most fundamental features since its very beginning and extends well beyond barring discrimination of any sort. Lectra’s teams operate in 35 countries and represent almost 50 different nationalities. They work side by side every day, drawing enhanced creativity and vigor from their differences.

Lectra’s strong corporate culture is built on five core values shared by all Lectra team members worldwide: entrepreneurship, leadership, innovation, excellence and customer care. Open-minded and dynamic, it emphasizes teamwork transcending geographic and cultural barriers, as well as a keen sense of individual responsibility. It has forged a company with a strong identity, attuned to the evolution of its customers, its markets, and their macroeconomic cycles.

Social policy

Lectra’s ambition is to develop and consolidate its position as world leader. Building on its proximity to its customers, it forges long-term relationships with them and supports them in their development, through its integrated solutions combining software with CAD/CAM equipment and associated services to address their strategic challenges, by investing continuously in innovation and new technologies, and in the development of its human capital.

Its business worldwide depends primarily on the value of its senior executives, the expertise of its personnel, and its international marketing and services network, both global and local.

Lectra has consistently set a high priority on preserving its human resources and talent. It has kept a tight grip on its recruitment plan. Emphasis is also placed on monitoring individual performance. On this score, the Group closely reviews under-performing staff, providing suitably tailored support to help them progress and improve their results. In 2005, Lectra made the strategic decision of maintaining its research and manufacturing operations in France, in order to protect its intellectual property while guaranteeing its productivity and competitiveness.

Training and integration

Lectra invests heavily in training for its employees whose expertise is one of the Group’s key strengths.

Hiring people with a wide diversity of profiles and skills development has been a priority, the aim being to match the skills and competencies of its teams as closely as possible to the strategy of the Group.

The creation of Lectra Academy, the Group’s worldwide in-house training center, in Bordeaux-Cestas, in 2005, was one of a series of major initiatives forming part of a far-reaching plan. The five key challenges of this program are: to adapt and upgrade business-related professional skills and know-how; to bolster the Group’s attractiveness to new job applicants around the world; to transmit the strong corporate culture in all its entities; to identify, develop, and retain talent; and to manage careers effectively.

Lectra Academy organizes an induction seminar, “Lectra Together” for all new recruits on arrival in the Group. The seminar lasts between one and two weeks, depending on the profiles concerned, and managers provide follow-up coaching on their return from training.

In 2014, the Group invested €3.7 million in training, representing 4% of total staff costs, 77% of the total headcount underwent at least one training course (82% in 2013).

Commitment to education

Lectra has chosen to focus its commitment on the educational sector, with a special emphasis on training for the professionals of tomorrow.

Lectra takes the view that, as a world leader, it has a responsibility to actively help students in their personal development and preparation for their careers, especially in the fashion and apparel industries. For the past several years the company and its foreign subsidiaries have forged partnerships with more than 850 educational institutions based in 60 countries.

Lectra offers students access to its latest technologies and to the full extent of its expertise, so that instructors can incorporate these into their programs. All these partnerships are part of a joint and customized approach, forming part of a long-term reciprocal commitment between the institution and Lectra.

These partnerships represent a major investment by the Group, equivalent to the value of more than 60,000 active software licenses, made available at no charge to professors and students.

At the same time, the Group works with the world’s leading trade associations, such as the Fédération française de la couture, du prêt-à-porter des couturiers et des créateurs de mode (French haute couture, ready-to-wear and fashion designers’ federation). It works closely with all players in the sector in order to anticipate industry developments and help them remain highly competitive in an environment subject to the vagaries of a complex global economy and to the new challenges of the post-crisis economy.

In 2013, Lectra signed a new 3-year partnership with the French Institute for Innovation and Competitiveness to establish in January 2014 a Fashion and Technology Chair at the ESCP Europe. 

Environmental responsibility

In view of their specific nature (design, production and distribution of software and CAD/CAM equipment, and related services), the Group’s activities have very little impact on the environment.

 

As a result, the company has no internal environmental management department and does not dedicate specific resources to reducing environmental hazards, nor to the introduction of an organization for dealing with accidental pollution liable to have consequences outside of the company’s premises. Many employees have been made aware of environmental issues and incorporate these into their decisions.

 

Environmental issues are, however, taken into account in the design phase of products and services.

 

More generally, Lectra’s efforts with regard to the environment focus on three main aspects: eco-design of CAD/CAM equipment; products and services enabling the Group and its customers to reduce their CO2 emissions, and consumption of energy and natural resources; investing in infrastructure designed to preserve the environment and encouraging employees to adopt environmentally friendly practices and behaviors.

 

The report on greenhouse gas emissions has been established in compliance with article 75 of French law n°2010-788 of July 12, 2010 (designated « Grenelle II »). It exclusively concerns the parent company Lectra SA. (Document in French)
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Auditors

Statutory Auditors

PricewaterhouseCoopers Audit
Represented by Bruno Tesnière
Crystal Park
63 rue de Villiers
92208 Neuilly-sur-Seine Cedex
France

KPMG
Represented by Jean-Pierre Raud and Eric Junières
Domaine de Pelus
11 rue Archimède
33692 Merignac Cedex
France