The Board of Directors

 

 

The Board of Directors is a collegial body that collectively represents all shareholders and acts at all times in the corporate interests of the Company and the Group.

Its functioning

It determines the orientations of the Company’s operations and monitors their implementation. Subject to the powers expressly granted to shareholders’ meetings and within the limit of the corporate purpose, the Board of Directors is competent for handling, and deciding upon, any matters relating to the smooth operations of the Company. It carries out any controls and audits it may deem appropriate.

The Board of Directors monitors its own composition and effectiveness in advancing the Company’s interests and carrying out its duties.

The composition of the Board of Directors and the committees

Mr. Gauthier Louette is Chairman and Chief Executive Officer of the Company.

The other Directors are: Patrick Jeantet, Peugeot Invest Assets represented by Bertrand Finet, Regine Stachelhaus, Michael Kessler, Bpifrance Investissement represented by Adeline Lemaire, Jérôme Nier, Trudy Schoolenberg, Sandrine Téran, Gabrielle van Klaveren-Hessel and Christopher Delbrück.

Patrick Jeantet, Peugeot Invest Assets (Bertrand Finet), Regine Stachelhaus, Bpifrance Investissement (Adeline Lemaire), Trudy Schoolenberg, Sandrine Téran and Christopher Delbrück are independent members of the Board of Directors.

Jérôme Nier and Michael Kessler are the Group employee representatives, and Gabrielle van Klaveren-Hessel the FCPE SPIE for you representative.

The Board of Directors has appointed Patrick Jeantet as Senior Independent Director with primary missions to assist the Chairman and CEO in the organization and smooth functioning of the Board and its Committees, be the preferred contact for shareholders, in particular those not represented on the Board, regarding governance issues, and to deal with any cases of conflicts of interests that may arise within the Board or the General Management.

The Board of Directors has set up three committees the purposes of which is to improve its operation and assist it in the decision-making process:

The Audit Committee
It is responsible for monitoring issues relating to the preparation and verification of accounting and financial information and risk control.
It is composed of Sandrine Téran (Chairwoman), Bertrand Finet, Gabrielle van Klaveren-Hessel and Christopher Delbrück.

The Nominations and Compensation Committee
It plays a very important role in the composition of the Board of directors, succession planning and for the compensation of the Executive Management and the Board of directors.
It is composed of Patrick Jeantet (Chairman), Regine Stachelhaus, Jérôme Nier and Bertrand Finet.

The CSR and Governance Committee
It plays a very important role for the company's compliance with good governance practices and to ensure that matters relating to the Corporate Social Responsibility (CSR) are taken into account.
It is composed of Regine Stachelhaus (Chairwoman), Patrick Jeantet, Adeline Lemaire, Trudy Schoolenberg and Michael Kessler.

The Board's rules of procedure adopted on November 4th, 2021

Gauthier Louette

Gauthier Louette, Chairman and CEO of SPIE

Gauthier Louette graduated from the École Polytechnique and École Nationale Supérieure de Techniques Avancées. He joined the Group in 1986 where he has spent his entire career, first as a project engineer, then as project manager, then as Director of Operations before being appointed in 1998 as Chief Executive Officer of SPIE Capag, SPIE’s pipeline division. In 2000, he was appointed as Director of the Oil & Gas Branch of SPIE. In 2003, he was appointed as Chief Executive Officer of SPIE and became Chairman and CEO in 2010.

Regine Stachelhaus

Regine Stachelhaus, Independent Director

Regine Stachelhaus studied law at Eberhard-Karls University of Tübingen. She joined Hewlett-Packard GmbH in 1984 where she served as Managing Director from 2000 to 2009. In May 2002, she was also appointed Vice-President of Imaging and Printing Group (Hewlett-Packard GmbH). She was subsequently appointed Head of Human Resources,IT and Procurements and member of the Board of Directors of E.ON SE. She has been a member of the supervisory boards of Covestro AG since October 2015.

Patrick Jeantet

Patrick Jeantet, Independent Director

Patrick Jeantet, graduated from the École Polytechnique and the École Nationale des Ponts et Chaussées.
He began his career in 1985 in the civil engineering and construction sector with the Bouygues and Vinci groups, mainly occupying positions based abroad. In 1997, he moved into the water industry by joining International Water, a subsidiary of Bechtel, as Chief Operating Officer first in Manilla and then in London.
In 2005, Patrick Jeantet joined Keolis, first as General Manager in charge of International, then as General Manager in charge of France. In 2013, he became Deputy Chief Executive Officer at the Aéroports de Paris group.
Deputy Chairman of the SNCF group and President and Chief Executive Officer of SNCF Réseau from 2016 to 2020, Patrick Jeantet has held the post of President and Chief Executive Officer of Keolis group from January to June 2020.

Sandrine Téran

Sandrine Téran, Independent Director

Sandrine Téran has a degree in business tax and finance from the Paris Dauphine University. After starting her career at Ipsen as a risk manager in charge of tax and insurance, she took charge of the Tax department at Euro Disney. In 2000, Sandrine Téran joined Eutelsat as Head of taxation, corporate finance and internal auditing. In this role, she was most notably involved in the privatisation of the company in 2001 and its IPO in 2005.
Sandrine Téran joined the Louis Dreyfus group in 2008. For 8 years, she occupied several key posts there, including Global Head of Tax, Group Corporate Secretary, Global Chief Financial Officer and lastly Managing Director of Louis Dreyfus Holding.
Since 2017, Sandrine Téran has served as Chief Financial Officer within the Eutelsat group (while having held the position of Chief IT Officer until 2020).

Bertrand Finet

Peugeot Invest Assets, represented by Mr. Bertrand Finet, Independent Director

Peugeot Invest Assets is represented by Mr. Bertrand Finet, CEO of Peugeot Invest, the holding company of Peugeot Invest Assets.
After having graduated from the ESSEC, Bertrand Finet began his career in 1991at the 3i Group. He joined CVC Capital Partners in Paris in 1996, before being entrusted with the executive management of the Paris office of de Candover in 2006. He become manager and member of the executive committee of the Fonds Stratégique d’Investissement (FSI) in 2009, SMES equity capital executive manager with Bpifrance in 2013, and then executive manager of the Mid & Large Cap department of Bpifrance in 2015. In January 2017, he is appointed as deputy CEO of FFP.

Trudy Schoolenberg

Trudy Schoolenberg, Independent Director

Dutch national, 63-year old Trudy Schoolenberg has a master’s degree in engineering and a PhD in physics from Delft University of Technology in the Netherlands. Trudy began her career with Shell in 1989 as a project manager and went on to take on various R&D responsibilities within the group. In 2003, Trudy Schoolenberg was appointed Production Manager at the Pernis refinery in the Netherlands, the largest refinery in Europe and one of the largest in the world. Following her appointment as General Manager Strategy and Portfolio at Shell Chemicals in 2008, Trudy joined Wärtsilä, a Finnish group specialising in onshore and marine energy production systems, in 2010, as Vice President of Global R&D.
From 2011 to 2020, Trudy Schoolenberg also sat on a number of boards of directors, including those of COVA (The Netherlands Petroleum Stockpiling Agency), Spirax-Sarco (FTSE 100 engineering business) and Low & Bonar (performance materials). In 2013, she was asked to take up her most recent executive position at Akzo Nobel, where she headed up the R&D and Manufacturing departments of one of the group’s divisions until 2016.

Gabrielle van Klaveren

Gabrielle van Klaveren-Hessel, Director representing employee shareholders

Gabrielle van Klaveren-Hessel, holds a degree in English linguistics and literature from the University of Utrecht in the Netherlands. From 1999 to 2001, she worked in the financial department of the Dutch group Electron Holding BV. In 2001, after the Group purchased Electron, she became payroll management administrator at SPIE Netherlands then payroll manager in 2009. Since May 2012 she has been the representative of the FCPE SPIE Actionnariat on the Board of Directors. Her mandate as a director representing employee shareholders has been renewed in 2019.

Michael Kessler

Michael Kessler, Director representing employees

After spending the first part of his career with FUJITSU and the Hochtief Group, Mr Michael Kessler joined SPIE in 2013 in the role of Chief Facility Manager within the Group’s German subsidiary. A member of the local works council, he has also been Vice-Chair of the Supervisory Board at SPIE GmbH since 2018. Appointed Director representing employees on the SPIE Board of Directors in November 2020, his term will last for the next four years.

Adeline Lemaire

Bpifrance Investissement, represented by Adeline Lemaire, Independant Director

Bpifrance Investissement, managing the Lac 1 fund, is represented by Adeline Lemaire, Managing Director of Funds of funds investments.
A graduate of ESSEC in 2003, Adeline Lemaire began her professional career with the French Development Agency as a project manager for infrastructure and urban development projects, first in Dakar and then at the Paris headquarters. In 2008, she joined Proparco's Private Equity team, where she led transactions for direct equity investments and investment funds in Africa and Asia. In 2014, she joined the Funds of Funds Department of Bpifrance Investissement, first as Investment Director in the Innovation Funds division, then in the Small Cap division, where she became Director in January 2019.

Jérôme Nier

Jérôme Nier, Director representing employees

Jérôme Nier, is graduated from the École Supérieure des Technologies de l’Électronique et de l’Informatique (ESTEI).
After nearly 10 years of experience with a multi-technical design office (GECC-AICC), he joined the SPIE group in October 2005 as Business Manager for the SPIE Sud-Est subsidiary.
Responsible of the Smart Buildings department of SPIE ICS (Digital Services) in 2011, Jérôme Nier became in 2015 IoT business development manager, Design Thinking consultant and innovation advisor for the same subsidiary.
Since 2019, Jérôme Nier is Offer Marketing Manager within the Group marketing department.

Christopher Delbrück, Independant Director

Christopher Delbrück started his career at the Boston Consulting Group.
Having joined E.ON SE in 2002, he became CFO (2007) of the Swedish market unit , spending in total 5.5 years in Sweden, and CFO (2010) and CEO (2013) of E.ONs trading division .
From 2016 to 2019 he served as CFO of Uniper SE, after the spin off from E.ON.
From 2019 to 2020 he was CFO of Lilium GmbH, a start up in regional air mobility, listed at NASDAQ.
He currently serves as board member and non-executive director for VSB Energy GmbH, the atNorth Group, Sweden, Bonroy Petchem, Ltd. and Maschinenfabrik Reinhausen GmbH.
Mr. Delbrück has earned a Masters Degree from Harvards Kennedy School of Government and, besides German as mother tongue, is fluent in both English and Swedish.