Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 74 2017-2018 2 Report on CORPORATE GOVERNANCE 2.2.2. Changes in the composition of the Board Changes in 2017-2018 On June 30, 2017, Vilmorin & Cie’s Board of Directors was composed of seven members: Philippe AYMARD, Joël ARNAUD, Mary DUPONT-MADINIER, Jean-Yves FOUCAULT, Miriam MAES, Sébastien VIDAL and Pascal VIGUIER. Following the departure of Joël ARNAUD, whose term of office expired and who did not wish to renew it, the Board of Directors proposed the nomination of Annick BRUNIER as Member of the Board, for a period of three years. This nomination was approved by Vilmorin & Cie’s Annual General Meeting of Shareholders on December 8, 2017. Annick BRUNIER’s term of office will expire at the end of the Annual General Meeting of Shareholders called to deliberate on the financial statements for the fiscal year ending June 30, 2020. The Board expressed its sincere gratitude to Mr. Joël ARNAUD for his commitment and contribution as Director, and for his active participation in the Board meetings and in the Committees. Mr. Joël ARNAUD had been a Director of Vilmorin & Cie since 2006. Vilmorin & Cie’s Annual General Meeting of Shareholders of December 8, 2017 also approved the renewal of the terms of office of Philippe AYMARD, Mary DUPONT-MADINIER and Sébastien VIDAL as Directors. Their terms of office will expire at the end of the Annual General Meeting of Shareholders called to deliberate on the financial statements for the fiscal year ending on June 30, 2020. Changes planned in 2018-2019 Mr. Jean-Yves FOUCAULT has expressed the wish to resign from his mandate as Board Member. The Board of Directors takes note of this resignation and, noting that the number of Board Members remaining in office exceeds the statutory minimum, decides not to immediately provide for his replacement by cooptation. The Board of Directors proposes to submit to the vote of the next General Meeting the appointment of Mr. Claude RAYNAUD as a new Director for a term of three years, i.e. until the end of the General Meeting called to approve the financial statements for the fiscal year ending June 30, 2021. Claude RAYNAUD is a farmer and has been on the Limagrain Board since 1999; he has held several mandates in the different activities of the Group. Today he is Chairman of Limagrain’s Cereal Ingredients activity. Claude RAYNAUD is of French nationality and is 61 years old. Furthermore, Vilmorin & Cie’s Board of Directors will review the composition of the Specialized Committees following the Annual General Meeting of Shareholders of December 7, 2018. 2.2.3. Presentation of Limagrain and the shareholding structure The majority of the Members of the Board on Vilmorin & Cie’s Board are also members of the Limagrain Board. As a result, they all benefit from specialist experience in agriculture and agronomy, along with real experience in seeds. As the reference shareholder for the Company, Limagrain has always encouraged Vilmorin & Cie’s development by providing regular and consistent investment support. Limagrain is an international agricultural cooperative group founded and managed by French farmers, with the mission of moving agriculture forward to meet food challenges. As a creator and producer of plant and cereal varieties, Limagrain develops activities in field seeds and vegetable seeds – through Vilmorin & Cie – as well as cereal products (cereal ingredients and bakery products), notably through the Jacquet and Brossard brands. Limagrain is the guarantor of Vilmorin & Cie’s long-term growth strategy. Limagrain is structured around a holding company, Groupe Limagrain Holding (GLH), a joint stock company in which the Société Coopérative Agricole Limagrain is the majority shareholder, with almost 2,000 farmer members. Reflecting its culture of open-mindedness and an unprecedented approach to its governance, in 2010 Limagrain opened up its capital stock and the governance of its holding GLH to the Strategic Investment Fund (SIF), now part of Bpifrance, in order to contribute to its development. With the same objective, the Crédit Agricole bank acquired a stake in the capital stock of GLH in June 2013. Limagrain held 73.8% of Vilmorin & Cie’s capital stock on June 30, 2018 (2) . Limagrain is willing to consider lowering this rate depending on market opportunities, and with the objective of encouraging the development of Vilmorin & Cie. Vilmorin & Cie’s Board is accountable to its majority shareholder in the same way it is accountable to all its other Shareholders, their common objectives and interests being to invest in a company that is both healthy and profitable with a long-term vision. (1) Subject to the approval of the Annual General Meeting of December 7, 2018. (2) With the exception of shares that benefit from the provisions laid down in the by-laws for double voting rights (registered and held for more than four years), Limagrain does not benefit from any special rights. 2.2. The Board of Directors