Corporate Governance

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

The company has taken strenuous measures since the early 2000s to implement the requirements of corporate governance. 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.

The Internal Rules and Procedures set forth the composition, role and operating procedures of the Board of Directors of Lectra (the “Company”); 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 bylaws. The Company and its subsidiaries are referred to as the “Group”.
These Internal Rules and Procedures apply to each member of the Board of Directors, regardless of whether he or she is a natural person or the permanent representative of a legal entity, 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 (“Director”) 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.
The company has formally stated that it abides by the Afep-Medef Corporate Governance Code of Listed Companies (the “Afep-Medef Code” updated on November 24, 2016), 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.

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.

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.

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).

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. 

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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(text from the 2015 Annual Report)

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