Evolution in the Governance of Bureau Veritas

Evolution in the Governance of Bureau Veritas

Neuilly-sur-Seine, France, March 9, 2017

Following its meeting on 8 March 2017, the Board of Directors of Bureau Veritas, chaired by Frédéric Lemoine, is pleased to announce the appointment of Aldo Cardoso as Chairman of the Board of Directors as of today.

Aldo Cardoso has been with Bureau Veritas for many years. He joined the Board of Directors as a Non-Voting Director in 2004 and became a Director and Chairman of the Audit and Risks Committee in 2009.

Aldo Cardoso has held several successive positions at Arthur Andersen: Associate Consultant (1989), Regional Managing Partner for France and Western Europe (1998), member of the Board of Directors of Andersen Worldwide (1998), Non-Executive Chairman of the Board of Directors at Andersen Worldwide (2000-2003) and CEO of Andersen Worldwide (2002-2003). He is also a Director at Engie, Imerys and Worldline.

Frédéric Lemoine, who had agreed to chair the Board following the departure of Frank Piedelièvre in November 2013, has taken over as Vice Chairman of the Board, a position he held from 2009 to 2013. Moreover, following the arrival in October 2016 of two new additional Directors representing Wendel on the Bureau Veritas Board of Directors - Stéphanie Besnier and Claude Ehlinger - Wendel wanted to entrust the chairmanship of the Board of Directors to an independent director.The Board of Directors also decided on 23 February 2017 to renew the term of Didier Michaud-Daniel as CEO effective 1 March 2017.

The Board of Directors has decided to propose the appointment of Ana Giros Calpe as a Director at the next General Shareholders' Meeting. Her expertise and international experience would indeed be very useful to the Board in contributing to enriching the quality of its work.

Ana Giros Calpe is the CEO of the Europe and Latin America business unit and a member of the Executive Committee of Suez. She is an engineer and graduate of the Polytechnic University of Barcelona and Insead Graduate Business School. She has held various positions at Alstom Transport including that of Managing Director of its Transport France division.

Nicoletta Giadrossi and Patrick Buffet did not wish to seek the renewal of their terms of office. The Board of Directors decided to ask the General Meeting to approve the reappointment of five other Directors whose terms expire at the end of the General Meeting.

Directors whose reappointment will be proposed at the General Meeting:

• Frédéric Lemoine (Vice Chairman of the Board of Directors)
• Stéphane Bacquaert
• Jean-Michel Ropert
• Lucia Sinapi Thomas
• leda Gomes-Yell

If these resolutions are adopted, the Board of Directors will be composed of twelve members. The Company will have achieved its goals in accordance with the rules regarding gender balance in the boardroom, with 42% women. The Board will be composed of 6 representatives from Wendel and 6 independent members. Furthermore, the Committees will be primarily composed of independent members.

Composition of Committees at the close of, and subject to approval of the resolutions relating to Directors, by the General Meeting:

• Audit and Risks Committee: Aldo Cardoso (Chairman), Stéphanie Besnier, Ieda Gomes-Yell, Siân Herbert-Jones, Lucia Sinapi-Thomas;
• Remuneration and Appointments Committee: Pierre Hessler (Chairman), Aldo Cardoso, Claude Ehlinger, Ana Giros Calpe, Pascale Lebard,
• Strategic Committee: Frédéric Lemoine (Chairman), Claude Ehlinger, Ieda Gomes-Yell, Pierre Hessler, Pascal Lebard.

In order to speed up the implementation of Bureau Veritas' Strategic Plan 2020, and as stated in the press release of the Group's annual results^[1], Didier Michaud-Daniel wanted to surround himself with a tight Executive Committee, so as to facilitate a more agile governance and better adapted to the Group's transformation challenges. This new organisation is structured around the key operating divisions, larger geographic areas and central support functions. The Board of Directors accepted this proposal and approved the corresponding appointments.

As part of this new organisation, Philippe Donche-Gay will spearhead the implementation of Bureau Veritas' Strategic Plan as Deputy CEO, in parallel with his position as Chairman of the Marine & Offshore Division.

The Executive Committee welcomes Natalia Shuman, who will head the CIF² North American operations as of 10 April. It will consist of:

• CEO: Didier Michaud-Daniel,
• Deputy CEO, International Operations & Support: Philippe Donche-Gay,
• President of the Consumer Products Division: Oliver Butler,
• President of the Marine & Offshore Division: Philippe Donche-Gay,
• Executive Vice President, CIF2  Latin America: Eduardo Camargo,
• Executive Vice President, CIF2  AMAP (Africa, Middle East, Asia, Pacific, Russia, Turkey and Caspian Sea): Juliano Cardoso,
• Executive Vice President, CIF2  North America: Natalia Shuman,
• Executive Vice President, CIF2  Europe: Jacques Lubetzki,
• Executive Vice President, Human Resources: Xavier Savigny,
• Executive Vice President, Finance: Nicolas Tissot.

Aldo Cardoso

Aldo Cardoso has held several successive positions at Arthur Andersen: Associate Consultant (1989), Regional Managing Partner for France and Western Europe (1998), member of the Board of Directors of Andersen Worldwide (1998), Non-Executive Chairman of the Board of Directors at Andersen Worldwide (2000-2003) and CEO of Andersen Worldwide (2002-2003). He has been a Director at Rhodia, Accor, and Gecina since 2004 and is currently also a Director at Engie, Imerys and Worldline. Aldo Cardoso is a graduate of the Paris Business School (École supérieure de commerce de Paris) and holds a Masters in Commercial Law and an Accounting Degree.

Natalia Shuman

Natalia is a global executive with more than 20 years of management and operational experience in the staffing industry. Before joining Bureau Veritas she was in charge of Kelly's EMEA and APAC regions. She has also served as a board member of Kelly's joint venture. She is based in Singapore and Switzerland.
Her career with Kelly spans three regions of the globe and a variety of leadership positions. She first joined Kelly in Russia, to launch its operations in Russia. She was relocated to New York in 2000 to take over Kelly's operations in the United States as well as key accounts and strategic growth initiatives.
She was in charge of the most complex customer programs across the U.S., Europe and Asia, and led strategic cross-divisional projects focused on delivering above and beyond results and value creation for clients.
In 2011, she relocated to Singapore to focus on Kelly's customers and partners in the APAC region. She was then appointed chief operating officer to start-up Kelly's joint venture operations in China and North Asia and was based in Shanghai.
She has been managing director of the EMEA and APAC regions for the past four years. She completed a dual Global Executive MBA program with Columbia University and the London Business School, and graduated with distinction from St. Petersburg University of Economics and Finance in Russia. Natalia is an active member of the London Business School alumni network in Singapore and Columbia alumni in Shanghai. In 2015, she was named in the "Women Worth Watching" list by Profiles in Diversity Magazine and in the Global Power 100 - Women in Staffing list by Staffing Industry Analysts. That same year, Natalia was elected to the board of Ciett (the International Confederation of Private Employment Agencies).