The Board of Directors is responsible for setting the company’s strategy and direction for company operations, and for overseeing their implementation.
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, 61, 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, 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, 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.
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.