(Boursier.com) — At the end of the last AGM ofOrpeaGuillaume Pepy, Chairman of the Board of Directors, commented: “With a largely renewed Board of Directors, reflecting the arrival of its new shareholders in the capital, ORPEA can now look to the future. I am happy with the implementation of this new governance. The skills brought together within the new Board of Directors, combined with the ability of our new shareholders to plan for the long term, will give the Group the means to achieve its ambitions. Since summer 2022, the Group relied on a Board of Directors who was very invested in Laurent Guillot and his teams to make the implementation of the Refoundation plan and the financial restructuring a real success. I thank, once again, the outgoing administrators for their commitment, and on behalf of all of us, I congratulate Laurent Guillot and his team for their mobilization in the service of patients and residents as well as collaborators. I also thank the members of the Board whose mandates have just ended be approved of their reaffirmed confidence and will continue with commitment and determination to exercise my mission as Chairman of the Board, at the service of all ORPEA stakeholders and with the ambition to continue on the path of Refoundation initiated for more than a year”.
Laurent Guillot, Managing Director, declared: “This General Meeting is a major step in the restructuring of the company. The arrival of the Group, materialized by the entry of Caisse des Dépôts, CNP, MAIF and MACSF into the capital and on the Board of Directors, is a mark of confidence in the company, confidence in its responsibility and its essential role in serving the most vulnerable and above all confidence in the men and women who every day in the field are at the service of the most vulnerable. fragile. I am delighted with the establishment of this new governance and the appointment to our Board of Directors of personalities with recognized experience. I would also like to thank the outgoing directors for their commitment and support throughout throughout their mandate, alongside Guillaume Pepy, Chairman of the Board. Today, the ORPEA Group is opening a new chapter. Since November 15, 2022, with our Refoundation Plan, we have driven the transformation of ORPEA. We succeeded in the financial rescue of the company and beyond that, the Group has changed profoundly in one year. To improve working conditions in our establishments, support for our residents, our patients and our beneficiaries, we have initiated a transformation and we are obtaining initial results, but we must continue and accelerate. Thanks to the support of the Board, the commitment of its Chairman Guillaume Pepy, and the determination, which I would like to salute, of all the Group’s teams, we are able to embark on this new phase with confidence and ambition to become a company with a mission, serving the common interest.
Renewal of the Board of Directors
-Board of Directors
Today’s ORPEA Combined General Meeting approved the in-depth renewal of the ORPEA Board of Directors proposed as part of its financial restructuring, and in accordance with (i) the Lock-Up agreement, concluded on 14 February 2023 between the Company with, on the one hand, Caisse des Dépôts et Consignations, CNP Assurances, MAIF and MACSF, and on the other hand, five institutions holding unsecured debt of the Company and (ii) under the plan accelerated safeguard of the Company approved by the Specialized Commercial Court of Nanterre on July 24, 2023.
Furthermore, the new Board of Directors, which met immediately after the Meeting, appointed two censors.
Finally, May Antoun was appointed as a director representing employees by the ORPEA European Works Council during its plenary meeting on December 13, 2023.
Taking into account the end of the mandates of certain directors previously in office announced on November 13, 2023 and these appointments, the ORPEA Board of Directors is now made up of 13 directors and two observers, including:
-seven non-independent directors, namely Caisse des Dépôts et Consignations (represented by Audrey Girard), CNP Assurances (represented by Stéphane Dedeyan), MAIF (represented by Pascal Demurger), MACSF Epargne Retraite (represented by Stéphane Dessirier), Philippe Grangeon , Sibylle Le Maire and Frédérique Mozziconacci,
-three independent directors, namely Guillaume Pepy, Mireille Faugère and Méka Brunel,
-the Director General, namely Laurent Guillot, and
-two directors representing employees, namely Sophie Kalaidjian and May Antoun.
Three directors are independent within the Board, representing an independence rate of 27% (excluding directors representing employees and censors). The composition of the Board of Directors does not comply with recommendation 10.3 of the AFEP-MEDEF Code providing that, in controlled companies, the share of independent directors must be at least one third.
-Study committee
During its first meeting, the new Board of Directors decided to (i) create an Investment Committee, (ii) change the responsibilities of its four Study Committees and (iii) determine their new composition.
As of December 22, 2023:
-the Audit and Risks Committee is made up of five directors: Méka Brunel (President), Caisse des Dépôts et Consignations (represented by Audrey Girard), CNP Assurances (represented by Stéphane Dedeyan), MAIF (represented by Pascal Demurger) and Mireille Faugère. Laurent David, censor, also participates in this Committee.
Two directors are independent within this Committee, representing an independence rate of 40% (excluding censor). The composition of the Audit and Risk Committee does not comply with recommendation 17.1 of the AFEP-MEDEF Code providing that the share of independent directors in the Audit Committee must be at least two thirds;
-the Nominations and Remuneration Committee is made up of six directors: Guillaume Pepy (Chairman), Caisse des Dépôts et Consignations (represented by Audrey Girard), MACSF Epargne Retraite (represented by Stéphane Dessirier), Philippe Grangeon, Méka Brunel and Sophie Kalaidjian .
Two directors are independent within this Committee, i.e. an independence rate of 40% (excluding directors representing employees). The composition of the Nominations and Remuneration Committee does not comply with recommendations 18.1 and 19.1 of the AFEP-MEDEF Code providing that the committee in charge of nominations and the committee in charge of remuneration must be composed of a majority of independent directors;
-the Ethics, Quality and CSR Committee is made up of five directors: Mireille Faugère (President), Philippe Grangeon, Sibylle Le Maire, Frédérique Mozziconacci and May Antoun. Pascale Pradat, censor, also participates in this Committee.
The AFEP-MEDEF Code does not provide for a recommendation on the composition of this Committee;
-the Investment Committee is made up of three directors: Caisse des Dépôts et Consignations (represented by Audrey Girard) (President), CNP Assurances (represented by Stéphane Dedeyan) and Philippe Grangeon. Laurent David, censor, also participates in this Committee.
The AFEP-MEDEF Code does not provide any recommendation on the composition of this Committee.
The responsibilities of the Study Committees appear in the Internal Regulations of the Board of Directors amended on December 22, 2023 and available on the ORPEA website at the following address: www.orpea-group.com/le-groupe/gouvernance /
-Independence
Non-compliance with the recommendations of the AFEP-MEDEF Code relating to the proportion of independent directors within the Board of Directors, the Audit and Risk Committee and the Nomination and Remuneration Committee results from the governance agreed in the framework of the Group’s entry into the capital of the Company, taking into account its acquisition of a majority stake, and which appears in the accelerated safeguard plan of the Company approved by the Specialized Commercial Court of Nanterre on July 24, 2023.
Summary of the results of the vote on the other resolutions
During this Meeting, the shareholders of the Company approved, by the required majority, the resolutions relating to:
-the approval of the 2022 accounts, the allocation of results and the approval of the report of the Statutory Auditors on regulated agreements;
-the ratification of the co-optation of two directors;
-the appointment of new directors;
-the remuneration and benefits of corporate officers for the 2022 financial year (except those of Yves Le Masne);
-the remuneration policy of corporate officers for the 2023 financial year;
-the renewal or granting of delegations and financial authorizations to the Board of Directors (except that relating to the issue of share subscription warrants (“BSA”) for the benefit of the Group1);
-the overhaul of the statutes;
-powers for formalities.
It is specified that the shares of beneficiaries of issues with cancellation of preferential subscription rights reserved for named persons and categories of persons meeting specific characteristics under the 27th and 28th resolutions were excluded from voting on the corresponding resolutions in accordance with the regulations. applicable.
The detailed results of the votes appear on the Company’s website at the following address: www.orpea-group.com/actionnaires-investors/actionnaires/assemblees-generales