Corporate governance

01 Board of Directors

Board of Directors

The Board of Directors meets five times a year to conduct ordinary business:

In January, to review the three-year business plan
In February, to approve the financial statements for the previous year
In August, to examine financial statements and business activity for the first half-year and assess projected full-year results and activity
In May and November, to review performance indicators and interim results

Composition of the Board of Directors

Colas’ Board of Directors comprises seven directors:

Hervé Le Bouc, Chairman
Olivier Bouygues
Martine Gavelle
Colette Lewiner
Philippe Marien, permanent representative of Bouygues SA
Catherine Ronge
Olivier Roussat

and one censor:

Arnauld Van Eeckhout

02 Committees

Committees

The Board is assisted in its duties by an Audit Committee, a Selection and Compensation Committee and an Ethics and Corporate Patronage Committee.

Audit Committee

The Audit Committee meets four times a year to examine the consolidated and company financial statements prior to Board meetings. Its role is to help the Board ensure that financial statements are accurate, reliable and present a true and fair view of the Group, and that the information provided to shareholders is of high quality.

Its members are:

Philippe Marien (Chairman)
Colette Lewiner
Catherine Ronge

Selection and Compensation Committee

The Selection and Compensation Committee makes recommendations to the Board on the Chairman and CEO’s compensation and benefits, and periodically examines questions about the Board’s composition, organization and functioning and makes recommendation pertaining thereto.

Its members are:

Colette Lewiner, Chairwoman
Arnauld Van Eeckhout

Ethics and Corporate Patronage Committee

The Ethics Committee examines alerts and situations that could indicate or entail ethics risk and actions to be undertaken pertaining thereto, as well as all Corporate Patronage contracts for amounts exceeding €20,000.

Its members are:

Arnauld Van Eeckhout, Chairman
Martine Gavelle
Colette Lewiner

03 Executive general management

Hervé Le Bouc, Chairman

Born January 7, 1952

Hervé Le Bouc joined the Bouygues Group in 1977 after obtaining an engineering degree from the École Spéciale des Travaux Publics (ESTP). He began his career as a works engineer with Screg Île-de-France (now a subsidiary of Colas) and was promoted to Area Manager and then to Branch Manager. In 1985, he began to report directly to the Chairman and CEO. In 1989, he was named to head Bouygues Offshore’s operations in Europe, French overseas departments and territories and Australia, and subsequently in Southeast Asia and Mexico. He became Bouygues Offshore’s Deputy CEO in 1994, its CEO in 1996 and its Chairman and CEO in 1999. From November 2001 to September 2002, he was simultaneously Deputy CEO of Bouygues Construction, Chairman of the Board of Bouygues Offshore and Chairman of the Board of ETDE. From September 2002 to February 2005, he was the CEO of Saur and the company’s Chairman and CEO from February 2005 to April 2007. In February 2007, he became a director of Colas and in August 2007 was appointed its Deputy CEO. He was appointed Chairman and CEO of Colas on October 30, 2007. On May 14, 2019, following the Board of Directors’ decision to separate the functions of Chairman and Chief Executive Officer, Hervé Le Bouc is confirmed as Chairman.

Frédéric Gardès, Chief Executive Officer, Managing Director, International (excluding North America), Networks, Major Projects

Born April 25, 1971

After graduating from the Ecole Centrale de Paris and the Royal Institute of Technology of Stockholm, Frédéric Gardès, began his career in 1994 within the Bouygues group as a Construction Engineer at Bouygues Offshore. From 2002 to 2011, he moved on to Saipem in management positions on major international projects. In 2011, he joined Colas as Director of GTOI, a Colas Reunion Island subsidiary. He took the lead of the Indian Ocean Regional Management Division in 2013 and was then tapped to become Deputy General Manager Northern Europe and Middle East in 2015. In 2018, he was appointed Managing Director, International (excluding the Americas), Major Projects and Networks. On May 14, 2018, Frédéric Gardès became Chief Executive Officer of Colas, and remains Managing Director, International (excluding North America), Networks, Major Projects.

Eric Haentjens, General Secretary

Born on October 28, 1960

After graduating from ESME SUDRIA engineering school and the IAE School of Management, Eric Haentjens began his career at Bouygues in 1985 as an Administrative Supervisor. In 1987, he moved on to a position as Controller at CIPEL/Wonder, before returning to Bouygues Construction in 1989 as Head of Finance Administration for the Housing branch. Mr. Haentjens served as General Secretary at Screg Batiment, then Deputy Treasury Manager at Bouygues. In 1997, he joined Bouygues Telecom as Finance Manager, then Strategy Manager from 2002 to 2007. In 2007, he was appointed Finance Director, and became a member of the Executive Committee, then Deputy Managing Director in charge of Finance, HR and Strategy, and member of the Strategic Committee in 2012. Eric Haentjens joined Colas on October 1, 2016 as Deputy General Secretary. He was appointed General Secretary of the Colas Group on May 2, 2017.

Thierry Méline, Managing Director France, Rails, Roads, Waterproofing, Safety and Signaling

Born July 17, 1964

After graduating with a degree in Engineering from Ensam, Thierry Méline began his career in the Colas Group in 1990 as a Construction Engineer at Screg Sud-Est (now Colas Midi-Méditerranée). He moved on to become Assistant Head of Operations in the same subsidiary’s Toulon branch office in 1994, followed by a position as Profit Center Supervisor in Saint-Etienne in 1997, Avignon in 2000, and then Isère / Drôme / Ardèche in 2001. In 2005, he was called on to be Profit Center Manager at Colas Midi-Méditerranée’s Côte d’Azur branch, before taking over as Chairman and Chief Executive Officer of the subsidiary in 2010. As of January 2015, Thierry Méline was appointed Deputy Managing Director at Colas’ Roads France General Management division. He has been appointed Colas’ Managing Director France in September 2015; the France General Management Division includes the mainland French road subsidiaries, Rails, Smac (waterproofing) and Aximum (road safety and signaling).

Louis Gabanna, Managing Director North America

Born November 5, 1955

Louis Gabanna graduated with a degree in finance from Sir George Williams University and holds an MBA from Sherbrooke University (Canada). He joined Colas in 1981 as Chief Financial Officer of Transelec International in Kenya and became the Group’s Canadian Development Director in 1984. From 1991 to 1994, he was Chairman and CEO of Terus Construction Ltd in Vancouver before being appointed Chairman of Colas’ Canadian subsidiary DGOC in 1995. In 1998, he was promoted to Vice President in charge of Western Operations at US subsidiary Colas Inc. Since 2003 he has also served as the Chairman and CEO of Colas Canada Inc. and was appointed Managing Director of the Colas Group’s North American companies in 2007.

Philippe Tournier, Group Human Resources Manager

Born June 8, 1957

Philippe Tournier has a bachelor’s degree in law and a postgraduate degree in accountancy (DECS). He joined Colas Group in 1981 as an administrative executive. From 1983 to 1988 he was an administrative and finance executive in Guatemala and subsequently in the United States, where he completed an MBA at Syracuse University. After working as an auditor at Colas SA, he was successively Head of Legal Affairs and Human Resources at Somaro (1989), Head of Recruitment and Internal Communications at Colas SA (1992), Personnel Director for the Eastern and Western international divisions (1995) and International Human Resources Director (2003). In 2008 he was appointed the Colas Group’s Human Resources Director.