SFIL Annual financial report 2018

45 Annual Financial Report 2018 SFIL Management report Report on corporate governance Consolidated financial statements in accordance with IFRS Annual financial statements in accordance with French GAAP Shareholders’ Meeting of May 29, 2019 General information Report on corporate governance prepared in accordance with article L.225-37 of the Code of Commerce by the French State, 20% by Caisse des dépôts et consigna- tions and 5% by La Banque Postale. It received its banking license on January 16, 2013. SFIL is subject to the Code of Commerce as a commercial enterprise, to applicable French and European laws in its capacity as a credit institution as well as the provisions of the ordinance of August 20, 2014, ratified and amended by the Law of August 6, 2015, because of its ownership structure. In addition, SFIL structured its governance rules with reference to the Afep/Medef Code (see the conditions for its application below) and by relying on the provisions or guidance of the European Central Bank and European Banking Authority. This report was prepared by the Board of Directors of SFIL, which gathered the necessary information specifically from the General Secretariat and the Human Resources division. The report focuses on the governance of SFIL by describing in particular the role and composition of its Board of Direc- tors, compensation for members of supervisory and man- agement bodies and information on matters that could be affected in the event of a takeover bid or public exchange offer. SFIL, a limited liability corporation with a Board of Directors ( société anonyme à conseil d’administration ) is 75%-owned 1. Information on governance 1.1 – CORPORATE GOVERNANCE STRUCTURE AND BODIES Financial Statements Committee Export credit division Risks division Debt Portfolio Management division Financial Markets division Finance and Operations division CAFFIL Coordination department Human Resources division General Secretariat Risks and Internal Control Committee GENERAL MANAGEMENT EXECUTIVE COMMITTEE Governance and Appointments Committee Compensation Committee BOARD OF DIRECTORS 1.2 – THE BOARD OF DIRECTORS 1.2.1. Its role, organization and work The Board of Directors determines SFIL’s business strategy and ensures its proper implementation. Subject to the pow- ers expressly conferred to Shareholders’ Meetings and within the limits of the Company’s corporate purpose, it addresses all issues affecting the Company’s operations and, through its deliberations, settles all matters concerning such. The Board of Directors comprises 15 members, including five independent members and five members representing employees. As of December 31, 2018, the Board of Directors had six women and nine men (a 40% ratio of female mem- bers, even excluding members representing employees). A Works Council representative participates in Board meet- ings as a non-voting member. The term of office for Board members is four years. The average age of directors is 54. Chantal Lory is the Chair of the Company’s Board of Direc- tors; Philippe Mills is the Company’s Chief Executive Officer. The Chair of the Board of Directors organizes and directs the work of the Board, ensures the smooth operation of the Company’s governance bodies and participates in the Company’s relations with control and supervisory authori- ties. The Chief Executive Officer has the broadest authority to act in the name of the Company in all circumstances. He exercises these powers within the limits of the Company’s corporate purpose and subject to the powers expressly con- ferred by law and the Company’s by-laws to Shareholders’ Meetings and to the Board of Directors.