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.
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 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 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 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 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.
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.