Our Governance
Bonduelle SA
Bonduelle SA, the Group’s operational holding company, is headed by Xavier Unkovic, Chief Executive Officer, who is also the permanent representative of the Manager of Bonduelle SCA. After serving as Chairman and Chief Executive Officer, Christophe Bonduelle has served as non-executive Chairman of the Board of Directors of Bonduelle SA since July 2018.
Our Board of Directors is comprised of members of the Bonduelle family and independent directors. Their assignment is to define the company’s strategy and investment policy.
Xavier Unkovic was appointed Chief Executive Officer by the Board of Directors of Bonduelle SA on June 1, 2023. Since 2021, the Chief Executive Officer has been supported by an Executive Committee (Excom), which is responsible for implementing the strategy defined by the Board of Directors of Bonduelle SA. The composition of the Executive Committee reflects the concern for gender diversity in the governance bodies and the Group’s international dimension.
The Remuneration Committee, which reports to the Board of Directors of Bonduelle SA and is mostly comprised of independent members from outside the company, makes proposals to the Board of Directors concerning the remuneration of the Group’s management bodies and of employees who are members of the Bonduelle family, and also gives its opinion on the remuneration policy for the Group’s main executives. Its meetings are held independently of the corporate life of the listed company.
The role of the CSR Committee is to assist decision-making on CSR strategy and business ethics, and to monitor implementation and the achievement of objectives.
Bonduelle SCA
Two categories of partners
The partnership limited by shares (SCA) has two categories of partners:
- Pierre et Benoît Bonduelle SAS is a General Partner, indefinitely and jointly and severally liable for the company’s debts on its own assets. A seven-member Board of Directors, elected from among its members, determines the General Partner’s position on strategic options submitted to the Board of Directors of Bonduelle SA. Its decisions help to determine the latter’s positions through the representatives of Pierre et Benoît Bonduelle SAS, who are members of the Board of Directors of Bonduelle SA.
- The Limited Partners (other families, public and employees) are in the same situation as the shareholders of a public limited company; their liability is limited to the amount of their contribution.
Management
Management is conducted by Pierre et Benoît Bonduelle SAS, itself represented by Christophe Bonduelle, permanent representative.
This is responsible for the permanent control of the company’s management (review of the financial statements, judgment on the conduct of corporate affairs) on behalf of the limited partner shareholders. The Supervisory Board has nine members, including one member representing employees. Its composition guarantees its competence, independence and availability to carry out its assignment and represent the interests of the shareholders. All members are independent (except member representing employees).
This committee, which reports to the Supervisory Board, is responsible, in particular, for monitoring the process of preparing financial information, reviewing the financial statements in detail, assessing internal control and risk management systems, and reviewing the annual audit programs of the Statutory Auditors.
