Virbac Corporate

Governance

Balanced governance to support the Virbac group’s development

The principles on which Virbac bases its governance are those that provide the balance required for the Virbac group’s performance and successful development.

Separation of powers and collegiality
Since 1992, there has been a clear separation between Virbac’s strategic and operational management functions exercised by the executive board, and supervision of this management function devolved to the supervisory board. This structure meets the desire to establish a balance of power between the executive and supervisory functions. It involves a regular and effective dialogue between the executive board and the supervisory board, as well as mutual trust.

Collegiality is a key organizational principle in Virbac’s governance. Its two governing bodies, the supervisory board and the executive board, operate on the basis that their respective members seek common positions and take collective decisions, working as real team.

Committed and experienced management
Virbac’s governance is based on enhanced governing bodies, composed of members with a strong and long-term level of commitment. Their professional experience covers many of the aspects involved in the day-to-day management of a major international group. All but one of the supervisory board’s members are senior executives with extensive operational management experience. Virbac’s management, whether members of its supervisory board or members of its executive board, is committed to providing sustained support for the Virbac group’s long-term strategy. Moreover, the involvement of supervisory board members and the non-voting advisor is not limited to their participation in formal board debates. Their involvement also includes regular informal discussions and periodic ad hoc meetings if circumstances so require.

Continual improvements to governance
Virbac follows the recommendations of the current Afep-Medef corporate governance Code. The Virbac group continues to improve its governance practices. Since 2018, the supervisory board includes an employee representative.

Executive board

Habib Ramdani

Group chief financial officer

Member of the executive board since 2016

Sébastien Huron

Chairman of the executive board (since 2017)

Doctor of veterinary medicine
Member of the executive board since 2012

Christian Karst

General manager and executive vice-president Corporate Development

Doctor of veterinary medicine
Member of the executive board since 1996

The executive board is responsible for the strategic and operational management of the Virbac group. Its three members work closely together and they take collective decisions. This way of working encourages joint reflection and the search for a consensus.
The members of the executive board regularly discuss the company’s long-term vision and operational requirements outside the formal meetings of the executive board. This flexible organization allows a high level of responsiveness when taking decisions.
The executive board reports on its strategic decisions and results to the supervisory board and submits all of the Virbac group’s major acquisitions to the supervisory board for its formal approval.
It is supported in its work by a regular dialogue with the members of the strategic committee. In addition to the members of the executive board, the strategic committee also includes the Group’s nine functional directors and five area directors.

Supervisory board

It ensures the permanent control of the management of the executive board, and the regular review of the accounts and of all major projects and investments. The supervisory board comprises seven members including three independent members:

Marie-Hélène
Dick-Madelpuech

Chairwoman

Solène Madelpuech

Member

Sylvie Gueguen

Employee
representative

Pierre Madelpuech

Vice-chairman

Olivier Bohuon

Permanent representative
of the company OJB Conseil,
independent member

Philippe Capron

Independent member

Cyrille Petit

Permanent representative of
the company Cyrille Petit Conseil,
independent member

Non-voting advisor

Xavier Yon

Permanent representative of
the company Xavier Yon
Consulting Unipessoal Lda

Two special committees aid the supervisory board in its tasks: the audit committee and the compensation committee. The supervisory board is assisted by a non-voting advisor, Xavier Yon.

Other committees

AUDIT COMMITTEE

The audit committee is responsible for:

ensuring the monitoring of the financial reporting process;
ensuring the existence and effectiveness of the internal control and risk management systems;
issuing a recommendation on the statutory auditors proposed for appointment by the shareholders’ meeting;
monitoring the achievement by the statutory auditors of their duties;
ensuring that the statutory auditors comply with the conditions of independence;
approving the provision by the statutory auditors of non-prohibited services other than certifying accounts;
and reporting to the supervisory board on the performance of its duties.

It is comprised of Philippe Capron, chairman, Cyrille Petit and Pierre Madelpuech.

COMPENSATION COMMITTEE

The compensation committee is responsible for:

drawing up recommendations and proposals regarding the compensation of the members of the executive board;
remaining informed about the Virbac group's general human resources policy and more specifically, the compensation policy for the Virbac group's main executives;
reviewing proposals and conditions relating to stock grants;
drawing up proposals regarding the amounts of directors' fees to be paid to the members of the supervisory board.

It is comprised of Marie-Hélène Dick, chairwoman, Olivier Bohuon and Philippe Capron.

NON-VOTING ADVISOR

Xavier Yon, permanent representative of the company Xavier Yon Consulting Unipessoal Lda.

STATUTORY AUDITORS

Deloitte & Associés, represented by Philippe Battisti.
Novances-David & Associés, represented by Jean-Pierre Giraud.