Corporate Governance
Thales is a société anonyme (French public limited company) with a Board of Directors. The composition of the Board is governed by the shareholders’ agreement between its two main shareholders: the public sector (French government) and the industrial partner (Dassault Aviation). This stipulates that the Chairman and Chief Executive Officer is chosen by mutual agreement, that a representative of each of the two shareholders signatory to the agreement sits on each specialised committee, and that the Board has four “external persons”. These have been declared independent by the Board of Directors within the meaning of the Afep-Medef Code.
The members of Thales’s Board of Directors are keenly aware of the company’s strategic challenges. All of them are recognised professionals with a thorough understanding of Thales’s different businesses and activities.
directors
independent directors
women
Broad, complementary expertise and experience within the board
Executive compensation
The total compensation paid in 2020 to members of the Executive Committee, excluding the Chairman and CEO, amounted to €13,005K. This included a variable component of 29.9% for 2019. As is the case for the Chairman and CEO, the variable component is based on financial and non financial performance criteria.
Starting in 2021, for employees eligible for variable compensation, 10% of this amount will be linked to CSR objectives corresponding to the Group’s commitments to the four pillars of its strategy:
• Diversity and inclusion
• Compliance: prevention of corruption and influence peddling
• Workplace health and safety
• Environment and low-carbon strategy
All matters relating to environmental, social and societal responsibility are managed by an integrated department led by a Chief Sustainability Officer. Staffed by a team of fifteen people, this department is organised as three centres of expertise: one for environmental and health & safety issues, one for social and societal issues (diversity & inclusion, Thales Solidarity, etc.), and one to deal with transverse topics relating to environmental, social and societal responsibility (indicators, benchmarking, regulatory intelligence, etc.).
Environmental, social and societal responsibility is addressed at the highest levels of Group governance:
- The Chief Sustainability Officer reports to the Group Secretary & General Counsel.
- A strategy committee on the Thales Executive Committee is dedicated to environmental, social and societal responsibility, and includes the Chairman & Chief Executive Officer, the Group Secretary & General Counsel, and several other members of the Executive Committee.
- The Strategy & CSR committee on the Board of Directors examines the Group's environmental, social and societal responsibility strategy and monitors progress on an annual basis.
The Board of Directors also has its own Strategic & CSR Committee, which is tasked with reviewing Thales’s corporate and environmental responsibility strategy on behalf of the Board and tracking performance on this front each year. As well as examining Thales’s non-financial performance statement, the Committee has made a number of recommendations to the Board, including on matters relating to environmental policy, low-carbon strategy, diversity in governance bodies and Thales’s new purpose statement.
Thales has made employee share ownership an everyday reality, reserving a seat on its Board of Directors for an employee shareholder representative many years before we were required to do so by law.
Several associations, including APAT (Association du Personnel Actionnaire de Thales), represent employee shareholders through company mutual funds invested in Thales shares.
The employee share ownership plan is the centrepiece of this policy, which aims to help all employees engage more closely with the company’s objectives and performance.
