Corporate Governance

Board of Directors

 

The Board of Directors of Lectra is comprised of 5 members including 40% of women and 80% of independant board members.

 

Its decisions are made in light of the recommendations of three Board committees:
the Audit Committee, the Compensation Committee, the Strategic Committee.

 

Directors are elected for a four-year term (article 11 of the bylaws), in accordance with the recommendations of the AFEP-MEDEF corporate governance code for French listed companies.

 

At its meeting on February 9, 2017, Lectra’s  Board of Directors decided to create the position of Lead Independent Director (Administrateur Référent), which is taken on by Bernard Jourdan, independent Director.

 

(¹) Independent Director
(²) Lead Director

  • Daniel Harari

     

    Daniel Harari is a graduate of École Polytechnique and holds an MBA from HEC in Paris. He began his career as Vice President of Société d’Études et de Gestion Financière Meeschaert, an asset management company (Paris, 1980-1983). He was then Chairman and Chief Executive Officer of La Solution Informatique (Paris, 1984-1990), a PC distribution and services company, and of Interleaf France (1986-1989), a subsidiary of the US software publisher, both of which he founded.

     

    In 1986, Daniel Harari became Chief Executive Officer of Compagnie Financière du Scribe (Paris), a venture capital firm specialized in technology companies, where he was, together with his brother André Harari, the main shareholder until its merger with Lectra on April 30, 1998.

     

    He became Chairman and Chief Executive Officer of Lectra in 1991, following its takeover by Compagnie Financière du Scribe at the end of 1990.

     

    Daniel Harari holds no directorship outside the Company.

     

    Daniel Harari has been Chief Executive Officer of Lectra since May 3, 2002, and returned to the combined position of Chairman and Chief Executive Officer July 27, 2017.

     

  • Anne Binder

     

    Anne Binder is a graduate of the Institut d’Études Politiques of Paris. She also holds a BA from the Paris faculty of law and a Master in Business Administration from INSEAD (France). She began her career as a consultant with Boston Consulting Group (Paris) and then as associate manager at Lazard Frères Bank.

     

    She was then an associate manager for Générale Occidentale (bank and industrial holding company) from 1978 to 1982, and from 1983 to 1990, participated in the creation and was General Manager of the Pallas group (bank and investment, Paris).

     

    From 1990 to 1993, she was the Chief Executive Officer of the holding company Euris (Paris) and Deputy Chief Executive Officer of investment fund Euris (investments in industrial 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.

     

    Anne Binder is currently a consultant in financial strategy and an independent Director for publicly traded and non-publicly traded companies.

     

  • Bernard Jourdan

     

    Bernard Jourdan holds a Master of Science in Management from the Sloan School of Management, Massachusetts Institute of Technology (USA), is a graduate of École 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. His career began as a consultant with Arthur Andersen Paris, followed by positions as associate manager at First National Bank of Chicago, and project manager at the Institut de Développement Industriel (Paris).

     

    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, a member of the Board of Directors, Executive Vice President and Chief Executive Officer of subsidiaries of the group in France from 1987 to 1990, and Chief Operating Officer of the US division from 1981 to 1987.
    From 1990 to 1995, he was Executive Vice President of Schindler France, and then, from 1995 to 2005, he was a member of the Board of Directors and Executive Vice President of the SPIE Group, in charge of strategy and development.

     

    Bernard Jourdan was appointed Lead Director of Lectra on February 9, 2017 with retroactive effect from January 1, 2017.

     

  • Ross McInnes

     

    Ross McInnes studied Politics, Philosophy and Economics at St John’s College, University of Oxford. He started his career in 1977 with Kleinwort Benson, first working in London and then Rio de Janeiro, before joining in 1980 the corporate finance arm at Continental Bank (now Bank of America).

     

    In 1989, Ross McInnes joined Eridania Béghin-Say, where he was appointed Chief Financial Officer in 1991, and then served as a member of the Board of Directors from 1999 to 2005.
    The following year, he joined Thomson-CSF (now Thales) as Executive Vice President and Chief Financial Officer, assisting in the group’s transformation through 2005. He then moved to PPR (now Kering) as Executive Vice President for Finance and Strategy. He was appointed to the Supervisory Board of Générale de Santé in 2006, serving as acting Chairman of the Management Board from March to June 2007. He also served as Vice Chairman of Macquarie Capital Europe, specializing in infrastructure investments.

     

    Ross McInnes joined Safran in March 2009 as advisor to the Chairman of the Executive Board, and became Executive Vice President, Economic and Financial Affairs in June of the same year. From July 2009 to April 2011, he was a member of the Executive Board, and then from April 2011 to April 2015 he was Deputy Chief Executive Officer. On April 23, 2015, Ross McInnes was named Chairman of the Board of Safran.
    In February 2015, the French Ministry of Foreign Affairs appointed Ross McInnes as Special Representative for Economic Relations with Australia, within the scope of France’s economic diplomacy policy.

     

    In November 2016, he joined the High Committee for Corporate Governance, following his nomination by the French association of large companies (AFEP) and the French employers’ union (MEDEF).

     

    In February 2017, he joined SICOM, the general partner of Vivescia Industries, as a “qualified person”.

     

    In October 2017, the French Prime Minister appointed Ross McInnes Co-Chairman of the “Action Publique 2022” committee, charged with proposing public policy reforms.

     

    In January 2018, he joined the IFRS Foundation, the parent body of the International Accounting Standards Board (IASB), as Trustee and Director.

     

    Ross McInnes is also a Director and member of the Nomination and Governance Committee of Eutelsat and, since May 18, 2018, a member of the Audit Committee of Engie.

  • Nathalie Rossiensky

     

    Nathalie Rossiensky graduated from University Paris-Dauphine (Master of Applied Mathematics and D.E.A. of Financial Economics), and holds a Ph.D. in Finance from London Business School. She started her career in 2000 with JP Morgan Private Bank in Paris, before joining the Investment Management Division of Goldman Sachs International, first in London in 2005, and then in Paris, where she served through 2013 as Executive Director in charge of asset allocation and investment in all asset classes for family offices and family-owned corporates.

     

    From 1998 to 2000, Nathalie Rossiensky was Assistant Professor of Finance at the Fuqua School of Business, Duke University (USA); her research focused on asset management, financial intermediation and game theory. She has spoken at conferences including at Stanford University, NYU Stern School of Business (USA), and INSEAD (France).

     

    Nathalie Rossiensky is currently Executive Vice President at Lombard Odier Europe, based in Paris.

     

Code of Corporate Governance

In accordance with French law, Lectra refers to and complies with the principles of corporate governance set out in the AFEP-MEDEF corporate governance code for French listed companies.

Compensation of executive directors

February 12, 2019 - 18:00 (Paris-France)

Internal rules and procedures

 

The Internal Rules and Procedures set forth the composition, role and operating procedures of the Board of Directors of Lectra ; the rights, duties and rules of conduct incumbent upon Board members; and the duties and powers of the Chairman and Chief Executive Officer (Président-Directeur Général), in accordance with the provisions of the French Commercial Code and in addition to Part III of the Company’s by-laws.

 

The Internal Rules and Procedures are established and published pursuant to Article 2.2 of the AFEP-MEDEF Corporate Governance Code of Listed Companies to which Lectra has chosen to adhere.

 

These Internal Rules and Procedures apply to each member of the Board of Directors, and, more generally, to all persons taking part in or present at its meetings, occasionally or on a permanent basis.

 

Each member of the Board of Directors is deemed upon joining the Board to adhere to these Internal Rules and Procedures and to comply with all of its provisions, and should notify the Chairman and Chief Executive Officer at their own initiative if such is not the case or in the event of difficulty in applying them due to specific circumstances.

 

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

Internal Rules and Procedures

February 27, 2019 - 14:00 (Paris-France)

Bylaws

Bylaws

February 12, 2019 - 13:51 (Paris-France)

Executive Committee

(¹) Independent Director
(²) Lead Director

  • DANIEL HARARI, CHAIRMAN & CHIEF EXECUTIVE OFFICER

     

    Daniel Harari is a graduate of École Polytechnique and holds an MBA from HEC in Paris. He began his career as Vice President of Société d’Études et de Gestion Financière Meeschaert, an asset management company (Paris, 1980-1983). He was then Chairman and Chief Executive Officer of La Solution Informatique (Paris, 1984-1990), a PC distribution and services company, and of Interleaf France (1986-1989), a subsidiary of the US software publisher, both of which he founded.

     

    In 1986, Daniel Harari became Chief Executive Officer of Compagnie Financière du Scribe (Paris), a venture capital firm specialized in technology companies, where he was, together with his brother André Harari, the main shareholder until its merger with Lectra on April 30, 1998.

     

    He became Chairman and Chief Executive Officer of Lectra in 1991, following its takeover by Compagnie Financière du Scribe at the end of 1990.

     

    Daniel Harari holds no directorship outside the Company.

     

    Daniel Harari has been Chief Executive Officer of Lectra since May 3, 2002, and returned to the combined position of Chairman and Chief Executive Officer July 27, 2017.

     

  • JÉRÔME VIALA, EXECUTIVE VICE PRESIDENT

     

    Jérôme Viala, 57, has been Executive Vice President of Lectra since January 1, 2017 and Vice-Chairman of the Executive Committee since January 15, 2019, of which he has been a member since its creation in 2005.

     

    Jérôme Viala began his career as a credit analyst at Esso (France) before joining Lectra's financial department in 1985. He then held the positions of Controller for Europe and North America (1988-1991) and Chief Financial Officer of Lectra France (1992-1993), then of the products division (1993-1994). He was Chief Financial Officer of the group from 1994 to 2016.

     

    Jérôme Viala is a graduate of KEDGE Business School (France).

     

  • MAXIMILIEN ABADIE, CHIEF STRATEGY OFFICER

     

    Maximilien Abadie, 30, has been Chief Strategy Officer since July 1, 2016 and a member of the Executive Committee since January 15, 2019.

     

    Maximilien Abadie joined Lectra in 2012 as a project manager under the supervision of André Harari and Daniel Harari. He was then appointed to Strategic Planning Analyst in 2013.

     

    Maximilien Abadie holds a MSc in finance from Bocconi University (Italy), as well as a BA in management from Paris-Dauphine University (France) and a BA in econometrics from Paris-Assas University (France).

     

  • FABIO CANALI, PRESIDENT, SOUTHERN EUROPE & NORTH AFRICA

     

    Fabio Canali, 57, is President, Southern Europe & North Africa and has been a member of the Executive Committee since January 15, 2019.

     

    Fabio Canali began his career as a CAD Systems Manager at Canali, a leading Italian men’s fashion brand. In 1984, he joined the Italian subsidiary of Investronica as a software manager. He was promoted to Vice President Sales in 1991 and Managing Director in 1997. Following Lectra’s acquisition of Investronica, he was appointed to Managing Director of Lectra Italy in 2004.

     

    Fabio Canali holds a BA in Computer Science from I.T.I. Pino Hensemberg (Italy).

     

  • CÉLINE CHOUSSY, CHIEF MARKETING & COMMUNICATIONS OFFICER

     

    Céline Choussy, 42, is Chief Marketing & Communications Officer and has been a member of the Executive Committee since July 1, 2016.

     

    Céline Choussy began her career in 2000 at Dassault Systèmes as a marketing manager within the partnerships division. After five years at headquarters in France, she moved to the United States to focus on the strategic partnership with Microsoft. In 2008, she joined Autodesk as EMEA Marketing Manager in charge of manufacturing solutions, and was later promoted to Global Marketing Manager. She joined Lectra in 2013 as Vice President Marketing, Automotive & Furniture before assuming the marketing responsibilities for all markets (2015) and communications (2016).

     

    Céline Choussy is a graduate of KEDGE Business School (France).

     

  • OLIVER DU CHESNAY, CHIEF FINANCIAL OFFICER

     

    Olivier du Chesnay, 44, has been Chief Financial Officer since September 1, 2017 and a member of the Executive Committee since January 15, 2019.

     

    Olivier du Chesnay began his career within the Saint Gobain Group as a plant controller, before working for three years as a consultant and a project manager at Accenture France. Bacou-Dalloz, a leader in protection and safety equipment, appointed him Division Controller, then EMEA's Chief Financial Officer in the distribution division, and finally Group Controller. In 2010, Bacou-Dalloz (then Sperian Protection) was acquired by Honeywell, who appointed him to Chief Financial Officer and a member of the Executive Committee of the Europe & Middle East Division of Honeywell Safety Products. He joined Lectra in 2013 as Deputy Chief Financial Officer.

     

    Olivier du Chesnay is a graduate of EDHEC (France) and the London School of Economics (UK).

     

  • JAVIER GARCIA, PRESIDENT, ASIA-PACIFIC

     

    Javier Garcia, 48, has been President, Asia-Pacific and a member of the Executive Committee since January 15, 2019.

     

    Javier Garcia joined Lectra in 2004 as Vice President Sales, Greater China after the acquisition of Investronica, where he had been, since 2000, the lead representative in China. Javier Garcia was appointed Vice President Strategic Accounts in 2012, and was promoted to Senior Vice President Global Sales, Automotive in 2016.

     

    Javier Garcia holds a postgraduate degree in Chinese economics from Complutense University of Madrid (Spain) and Renmin University (China). He completed an Executive Education Program in strategic sales management and holds an Executive MBA from China Europe International Business School (China).

     

  • LAURENCE JACQUOT, CHIEF CUSTOMER SUCCESS OFFICER

     

    Laurence Jacquot, 52, is Chief Customer Success Officer and has been a member of the Executive Committee since January 15, 2019.

     

    Laurence Jacquot began her career as a buyer at Henkel, then became Head of General Purchasing at Sanofi. In 2000, she became Lectra's Vice President Purchasing before being appointed Vice President Industrial Operations in 2005. She was also in charge of Hardware R&D from 2010 to 2016. Laurence Jacquot was then promoted to Senior Vice President Industrial Operations and Cutting Room R&D in 2016.

     

    Laurence Jacquot graduated from the Business School of Pau (France) and holds a master's degree in finance from Comillas Pontifical University, ICADE Business School, Madrid (Spain), as well as a Master 2 in International Purchasing Management (MAI) from KEDGE Business School (France).

     

  • ÉDOUARD MACQUIN, PRESIDENT, AMERICAS

     

    Edouard Macquin, 53, has been President, Americas since January 15, 2019 and a member of the Executive Committee since 2014.

     

    Edouard Macquin joined Lectra in 1987 as an R&D engineer. He then assumed various responsibilities in consulting, services, marketing and sales in France, Italy, the United States and Brazil. Edouard Macquin was appointed Managing Director of Lectra Brazil in 2000, followed by Managing Director of Lectra South America in 2005. He was then promoted to Chief Sales Officer in 2011.

     

    Edouard Macquin holds an MBA from São Paulo Business School (Brazil).

     

  • HOLGER MAX-LANG, PRESIDENT, NORTHERN & EASTERN EUROPE, MIDDLE EAST

     

    Holger Max-Lang, 57, is President, Northern & Eastern Europe, Middle East and has been a member of the Executive Committee since January 15, 2019.

     

    Holger Max-Lang joined Lectra Germany in 2002 as an Automotive Account Director after holding various marketing and sales positions in IT and automotive companies, including Mitsubishi Electric, Borealis, Klein Plastik and Allocation Network. He then assumed management positions for Lectra in Germany, Eastern Europe and Russia, before his appointment as Managing Director of Lectra Germany, Eastern Europe & Russia in 2018.

     

    Holger Max-Lang graduated with a degree in Sales and Marketing from Oskar Kämmer Schule (Germany).

     

  • VÉRONIQUE ZOCCOLETTO, CHIEF TRANSFORMATION OFFICER

     

    Véronique Zoccoletto, 59, has been Chief Transformation Officer since July 1, 2016 and a member of the Executive Committee since its creation in 2005.

     

    Véronique Zoccoletto began her career at Singer (France) in 1983 as Controller, and then was head of the budget & internal audit department. From 1989 to 1991, she was Chief Financial Officer of SYS-COM Ingénierie (France), and then became the Chief Financial Officer of Riva Hugin Sweda (France). She joined Lectra in 1993 as Chief Financial Officer of Lectra France, and subsequently held the positions of Controller (1996-1998), Director of Sales Administration (1998-2000), Director of Organization and Information Systems (2000-2005) and Chief Human Capital Officer and Chief Information Officer (2005-2016).

     

    Véronique Zoccoletto is a graduate of the University of Paris-Dauphine (France).

     

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 36 countries and represent more than 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 2015, the Group invested €3.7 million in training, representing 3.6% of total staff costs, 78% of the total headcount underwent at least one training course (77% in 2014).

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)
Download

 

(text from the 2015 Annual Report)

Auditors

Statutory Auditors

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

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