The Board of Directors is responsible for setting the company’s strategy and direction for company operations, and for overseeing their implementation.
Daniel Harari, 63, Chairman and Chief Executive Officer of Lectra since July 27, 2017. He was Director and Chief Executive Officer of Lectra since May 3, 2002.
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 directorships outside the company and its subsidiaries.
He became in 1986 General Manager of Compagnie Financière du Scribe (Paris, France), a venture capital firm specialized in technology companies. Together with his brother André Harari, he was the main shareholder in Compagnie Financière du Scribe 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 US software publisher, both of which he founded in Paris, France.
Daniel Harari, of French nationality, is a graduate of the École Polytechnique (Paris, France) and HEC (Paris, France), coupled with the second year of the Stanford Business School MBA program (USA).
Anne Binder, 66, Independent Director of Lectra since October 27, 2011.
She currently is a consultant in financial strategy and an independent Director for publicly traded and non-publicly traded companies. She founded in 2016 FinTouch, a market place dedicated to French regional SMEs.
Anne Binder is member of the Board of Directors of Oceasoft and Senior Advisor of Tikehau IM (Paris, France). She is also member of the Board of Directors of the French National Chamber of Financial Investment Advisors.
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 (Paris, France) and Deputy Chief Executive Officer of 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, Paris, France). Prior to that, she was an associate manager for Générale Occidentale (bank and industrial holding, Paris, France) from 1978 to 1982. At the beginning of her career, she was a consultant at Boston Consulting Group (Paris, France) and then associate manager at Lazard Frères Bank (Paris, France).
Anne Binder, of French nationality, is a graduate 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 (France).
Bernard Jourdan, 73, Independent Director of Lectra since December 21, 2011 and Lead Director since January 1st 2017.
Bernard Jourdan holds no outside directorship.
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 as well as 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 and escalators. 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, 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. In his early career, he was successively a consultant at Arthur Andersen Paris (France), associate manager at First National Bank of Chicago, and project manager at the Institut de Développement Industriel (Paris, France).
Bernard Jourdan, of French nationality, holds a Master of Science in Management from the Sloan School of Management, Massachusetts Institute of Technology (USA), is an alumnus of the 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.
Ross McInnes, 63, Independent Director of Lectra since January 1, 2018*.
Ross McInnes started his career in 1977 with Kleinwort Benson, first working in London and then Rio de Janeiro, before joining the corporate finance arm at Continental Bank (now Bank of America).
In 1989, Ross McInnes joined Eridania Béghin-Say, and was appointed Chief Financial Officer in 1991, then a member of the Board of Directors in 1999. The following year, Ross McInnes joined Thomson-CSF (now Thales) as Executive Vice President and Chief Financial Officer, assisting in the group's transformation. In 2005, he 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. From 2007 to 2009, he was also Vice Chairman of Macquarie Capital Europe, specializing in infrastructure investments.
Ross McInnes joined Safran in March 2009, 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.
At the end of 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 October 2017, the French Prime Minister appointed Ross McInnes co-chairman of the Action Publique 2022 committee, charged with proposing public policy reforms.
Ross McInnes is also a Non-Executive Director of Eutelsat and, since January 2018, Trustee of the IFRS Foundation.
Ross has dual French and Australian nationality and studied Politics, Philosophy and Economics at St John’s College, University of Oxford.
*Subject to approval by the Ordinary Shareholders’ Meeting of April 27, 2018
Nathalie Rossiensky, 48, Independent Director of Lectra since April 29, 2016.
She is currently Executive Vice President at Lombard Odier Europe, based in Paris in charge of large investor relationships and head of commercial development.
Nathalie Rossiensky is member of the Board of Directors of two family Sicav (collective investment schemes) within the scope of her professional duties.
She started her career at JP Morgan (Paris, France), Private Bank, before joining the Investment Management Division of Goldman Sachs International, in London in 2005, then in Paris (France), until 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, she was Assistant Professor of Finance (tenure track) at the Fuqua School of Business, Duke University (USA); her research was dedicated to asset management, financial intermediation and game theory. She was a speaker in conferences including Stanford University, NYU Stern School of Business in New York, and INSEAD ( France).
Nathalie Rossiensky, of French nationality, graduated from University Paris-Dauphine (Master of Applied Mathematics and D.E.A. of Financial Economics), and holds a Ph.D. in Finance from the London Business School (United Kingdom).
Code of Corporate Governance
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.
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 “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.