Governance
Responsive Corporate Governance
To deal with a constantly evolving world, we draw on our stable, responsive corporate governance to shape sustainable growth.
Sonepar is a simplified joint-stock company (SAS) under French law with its registered office in Paris. Its operating principles and rules are governed by its bylaws or fundamental principles: the Governance Charter and the Corporate Board's Internal Rules of Procedure.
Guiding Principles
The purpose of the Governance Charter is to affirm the Group's values and corporate philosophy, the spirit of which guides the Group’s operations and inspires its associates on a daily basis.
Based on the subsidiarity principle, this structure aims to establish clear responsibilities within the Group at the most relevant level, without gaps or overlaps.
The Corporate Board’s Internal Rules of Procedure supplement and clarify the bylaws with respect to the functioning and respective powers of certain management and supervisory bodies, as well as the relations between them.
The Code of Conduct serves as the Group's reference document for all compliance and integrity issues. It is distributed to all associates and is publicly available hereafter.
A Family-Owned Company
Sonepar’s family shareholding is one of its strengths. The values and long-term commitment of the family shareholders guarantee the Group’s independence and durability.
Brought together within Colam Entreprendre, they maintain their ties with Sonepar in numerous ways. They share a commitment to making managers shareholders, giving them the opportunity to share in the value they help create by taking risks together. Colam Entreprendre wants to recognize the contribution of Sonepar’s associates to the Group’s successful transformation.
Together, the Group’s family shareholders and associates hold all the company’s share capital via their respective holding companies, with the aim of ensuring its long-term prosperity and sharing in its success.
The Shareholders' Meeting
The Shareholders' Meeting is the key forum at which Sonepar shareholders are informed and express their views. The indirect, family, and associate shareholders are represented by their respective holding companies.
It approves the annual financial statements, decides on the allocation of income and the distribution of dividends, and appoints the members of the Corporate Board and the statutory auditors.
It is an essential meeting point, during which the Group's results and strategic directions are presented.
The Corporate Board
The Corporate Board comprises between three and twelve members, appointed by a collective decision of the shareholders. It includes both family shareholders and independent experts.
The Corporate Board exercises permanent control over the management of the Group and approves its strategic orientations. It also authorizes major transactions that affect the Group's future and ensures that it has a solid governance system.
Patricia Bellinger
Independent member | Advisor
Christophe Lambert
Family member | Advisor
Board Committees
The Audit Committee focuses on accounting and finance, internal control and audit, external control, risk management, compliance, corporate social responsibility (CSR), cybersecurity, and corporate governance.
The Nomination and Compensation Committee is responsible for setting the compensation policy for the Company's senior executives, as well as the Group’s share ownership policy. It makes proposals concerning the appointment and reappointment of members of the Corporate Board, its Committees, and Sonepar's corporate officers.
These Committees act in support of the Corporate Board, assisting with and consolidating corporate governance. They are also composed of family shareholders and independent personalities. Their role is to perform studies, make recommendations, investigate particular issues and contribute to the Corporate Board’s thinking.
The Sonepar Executive Committee (SEC)
The Group has a regional structure that enables it to more effectively deploy governance, strategy and joint initiatives to develop economies of scale and synergies, as well as better coordination between countries operating in the same geographical areas. It has three operational regions: Americas, Europe, and Asia-Pacific.
Philippe Delpech is supported by the Sonepar Executive Committee (SEC), which comprises the three Regional Presidents, Country Presidents, and heads of the Group’s support functions.
The Executive Committee reviews and approves issues and decisions relating to the Group’s strategy and general organization. It adopts Group-wide policies and procedures.
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History
Founded in 1969, our journey to our leading position today has seen several key phases.