Stéphane Pallez
Chairwoman and CEO
GOVERNANCE
FDJ Governance: Overseeing the creation of value
The FDJ Board of Directors’ role
FDJ’s board of directors is particularly focused on creating long-term value, while considering the social and environmental impact of its business activities. It is responsible for setting strategic roadmaps, making decisions about the most important and impactful operations such as external growth, and nominating company representatives. The board of directions also sets compensation and oversees the company’s governance. The Board monitors the management of the company and the quality of the information provided to the markets and to shareholders. Elsewhere, the board finalises the financial statements, and establishes financial reviews and management planning documents. The Board also examines the annual budget and multiyear strategic plan upon recommendation from the relevant committees.
“The board of directors is made up of administrators from a wealth of complementary backgrounds, experiences, and expertise. I think that is what gives strength and quality to our board of directors in carrying out their duty.”
FDJ Board of Directors
Olivier Roussel
Permanent representative of l’Union des blessés de la face et de la tête (UBFT)
Jacques Sonnet
Permanent representative of Fédération nationale André Maginot des anciens combattants et victimes de guerre (FNAM)
Florence Barjou
Independant Director - Permanent representative of Predica
Fabienne Dulac
Independant director
Xavier Girre
Independant director
Chairman of the Audit and Risks Committee
Françoise Gri
Independant director
Chairwoman of the CSR and Responsible Gaming Committee
Philippe Lazare
Independant director
Lead Director, Chairman of the CGNR
Corinne Lejbowicz
Independant director
Victor Richon
Board member representing the French state
Ghislaine Doukhan
Board member appointed by the French State
Didier Trutt
Directors appointed by the General Meeting on the proposal of French government
Agnès Lyon-Caen
Director representing employees
Didier Pitisi
Director representing employees
David Chianese
Director representing employee shareholders
Also attending the Board of Directors meetings in an advisory capacity:
Pascal Chèvremont
General Economic and Financial Controller
Sébastien Devillepoix
Representing the Central Economic and Labour Relations Council
Etienne Genet
Government Commissioner
Board committees
This committee assists the board of directors with analyses of financial statements and financial information, major risk management policy, and internal control. Its responsibilities are as follows:
- Trace financial information to its source to examine the quality and reliability of the financial information produced by the company.
- Examine the company’s financial communication policy.
- Examine the financial statements and study important operations that could be subject to a conflict of interest.
- Analyse the overall risk management policy, based on pre-defined risk charts.
- Oversee the development of internal control systems.
- Scrutinise strategic deals, acquisitions, mergers, and other significant deals before submitting them to the board of directors.
- Supervise the procedure of nominating or renewing an external auditor and carry out a review into the decision.
Xavier Girre
Independant director
Chairman of the Audit and Risks Committee
Corinne Lejbowicz
Independant director
Victor Richon
Board member representing the French state
Philippe Lazare
Independant director
Lead Director, Chairman of the CGNR
Ghislaine Doukhan
Board member appointed by the French State
Agnès Lyon-Caen
Director representing employees
David Chianese
Director representing employee shareholders
Florence Barjou
Independant Director - Permanent representative of Predica
This committee examines FDJ’s CSR policy and deals with the very foundation of the company’s business model. The CSR and Responsible Gaming Committee supports the actions and evolutions of the FDJ Corporate Foundation’s policy. It is also in charge of developing and promoting a responsible gambling and recreational gaming model, from design to sales. Finally, it is also involved in the responsible gaming action plan and the fight against fraud and money laundering.
Françoise Gri
Independant director
Chairwoman of the CSR and Responsible Gaming Committee
Fabienne Dulac
Independant director
Olivier Roussel
Permanent representative of l’Union des blessés de la face et de la tête (UBFT)
Didier Trutt
Directors appointed by the General Meeting on the proposal of French government
Didier Pitisi
Director representing employees
Xavier Girre
Independant director
Chairman of the Audit and Risks Committee
This committee puts forward candidates to build a balanced board of directors at FDJ. The CGNR is tasked with implementing a selection procedure for future independent administrators and studying potential candidates’ profiles. The committee is also instrumental in shaping the remuneration policy of all company representatives. The CGNR makes recommendations both on the compensation offered to members of the Board and how the allocated budget is divided, as well as on the remuneration awarded to company executive directors.
Philippe Lazare
Independant director
Lead Director, Chairman of the CGNR
Victor Richon
Board member representing the French state
Agnès Lyon-Caen
Director representing employees
Françoise Gri
Independant director
Chairwoman of the CSR and Responsible Gaming Committee
FDJ shareholdings as at 27/04/2023
FDJ shareholders as at 27 April 2023 are:
- French government: 20%
- Veterans’ charities: 15%
- Employee co-ownership: 4%
- Predica: 5%
- Under 5% held by French and international institutional investors and individual shareholders
Government control over FDJ governance
Following consultation with the French gaming regulation authority (ANJ), the Ministry of the Economy and the Ministry of the Budget approved the appointment of the President and Chief Executive and the Deputy Chief Executive Officer of FDJ, as well as all modifications proposed to the company statutes.
The Minister for the Budget also nominates a government commissioner, who sits in a consultative capacity on the FDJ board of directors and in its committees. The commissioner can obtain any and all information and carry out the verifications necessary to fulfilling their mission. They can also express opposition to deliberations around previsional budgets, expenditure, and company investments.
There is another form of government control over the company’s share capital. Certain shareholders who exceed a participation threshold or vote count of 10% must be approved by the Ministry of Finance. Authorisation can only be refused, though, for a limited number of reasons set by law.
Finally, there is a convention and a bill of specifications in place that lay out FDJ’s rights and obligations.