Tereos makes governance changes and introduces Board of Directors effective 23 June 2022.
“It is essential that our new mode of governance reflects the roles and responsibilities that each person assumes on a daily basis for the cooperative. With this goal in mind, we have implemented the governance model approved by the General Meeting on 23 June 2022. The cooperative is now managed by a Board of Directors and a Cooperative Board. This management structure is bolstered by committees with clearer objectives, thereby creating a new governance dynamic working in the interests of our cooperative members”. Gérard Clay, Chairman of the Board of Directors.
Tereos’ approach to governance puts its cooperative members at the heart of the Group’s strategy. It aims to permanently combine operational efficiency with proximity to cooperative members. With this in mind, the governance approach wants to extract more value for the cooperative members, starting with remuneration for the agricultural produce they provide. It is based on a strong link—and a clear division of responsibilities—between elected representatives and the management.
Board of Directors
The Board of Directors is responsible for managing all the agricultural, industrial, commercial and financial activities of the Tereos Group, whether these are in the cooperative sector or its offshoots. As well as setting the Group’s operational guidelines and strategy, the Board of Directors establishes remuneration for cooperative members upon recommendation from the Cooperative Board. The Board of Directors comprises nine members elected from among Tereos’ 12,000 cooperative members. This management body may also have two permanent independent directors who have full participatory rights but serve only in an advisory capacity.
Gérard Clay was elected Chairman of the Tereos Board of Directors on 23 June 2022. He had been Chairman of the Supervisory Board since 18 December 2020. A player in the merger of Sucreries Distilleries des Hauts de France (SDHF) with Tereos in 2006, he is also a grower in Bryas (Pas-de-Calais, France). His farm, which produces sugar beet, potatoes, canned peas and cereal, is affiliated with the Tereos sugar factory in Lilliers (Pas-de-Calais).
The Committees of the Board of Directors
The discussions and decisions carried out by the Board of Directors are facilitated by the work of six committees in line with the aims entrusted to them by the Board of Directors.
Compensation, Appointments and Assessment Committee
The aim of the Compensation, Appointments and Assessment Committee is to issue advice on the following subjects:
- The overall compensation policy for the Tereos Group, as well as the specific conditions for the compensation of its Managing Director and members of the Management Committee;
- The type and method of calculation for allowances allocated to the members of the Board of Directors, and more generally to the elected members of the Cooperative, as well as monitoring the attendance of the elected members;
- A succession plan for the members of the Board of Directors, the Cooperative Board and the Management Committee;
- The choice of two independent directors of the Board of Directors, as well as the terms and conditions of their compensation;
- The training programme for elected members.
Ethics and CSR Committee
The aim of the Ethics and CSR Committee is to ensure communication between the Board of Directors and the operational staff on ethics, CSR and compliance issues. It is therefore the Committee’s role to:
- Ensure funding, planning and implementation of measures required by law and regulations;
- Ensure monitoring of structuring projects in terms of ethics, CSR and compliance (adopting new internal standards, monitoring investigations or alerts, updating risk mapping etc.);
- Analyze possible conflicts of interest regarding elected members and assess the follow-up that these require.
The aim of the Finance Committee is to review and make recommendations to the Board of Directors regarding the budget, funding and financial policy of the Cooperative.
The aim of the Audit Committee is to monitor:
- The preparation of Tereos Group’s financial information;
- The performance, by the auditors, of their work in assessing the company accounts.
The Risk Committee is responsible, in particular, for identifying and assessing the major risks to which the Tereos Group is exposed, monitoring action plans to prevent them and informing the Board of Directors about them.
The Diversification Committee monitors the assets related to the diversification of the Cooperative. It has a forward-looking role, carrying out any research for new opportunities or uses for Tereos products and making any recommendations on the planned diversification projects.
The Cooperative Board lays the groundwork for the Board of Directors’ decisions on all the agricultural, industrial, commercial and financial activities related to the cooperative members’ crops and falling within the scope of Tereos France UCA, Tereos Nutrition Animale UCA and Tereos Starch & Sweeteners Europe. This Board comprises 18 members chosen from the 134 Regional Councillors. Its business is based on the work performed by the committees on beet, alfalfa, potato starch and animal feed.
The Commissions of the Cooperative Board
To enable the Cooperative Board to carry out its representative role of the Cooperative’s production collection for the Board of Directors, four (4) “Activity” Commissions have been set up:
- Potato starch;
- Animal feed;
Each Commission assists the Cooperative Board with its tasks and recommendations concerning the proper management and development of the production or activity falling within its jurisdiction.
In this context, its main aims, among others, include:
- Studying any work relating to the agronomic aspects of their production or activity;
- Defining and adapting operational rules applicable to each agricultural production collection activity (digging, tarping, supply etc.);
- Presenting the market situation;
- Informing the Cooperative members about the decisions taken by the Board of Directors or the relevant Cooperative Board for the Commission.
Each regional assembly brings together all the cooperative members from a region. Decisions, mainly on the election of representatives, are taken in line with cooperative principles, in other words, “one person, one vote”. Regional assemblies provide an opportunity to share information about Tereos’s activities, financial results and projects with cooperative members. They also elect the regional councillors who represent the cooperative members at the Tereos Plenary General Meeting. The regional assemblies take place in the spring, after the end of the financial year and before the Plenary General Meeting.
The role of the regional council is to nurture and develop the relationship with Tereos’ cooperative members across the region. It takes specific regional factors into account and makes proposals to the Board of Directors. Each regional council consists of councillors elected at General Meetings, and a third of mandates are renewed each year. There are 134 regional councillors in total, spread across six regions.
The Management Committee
The Management Committee works on delegation from the Board of Directors to implement the decisions taken in the interests of the cooperative and its members. Led since 20 April 2023 by Jorge Boucas in his capacity as Managing Director, the Management Committee ensures that the Group’s strategy is properly understood and executed by the managers and all the teams in the operational and functional departments.