All members of the Committee attended these meetings, resulting in an effective attendance rate of 100%. For the reasons given above, the Board of Directors has not seen ﬁt to appoint a Selection or Nominating Committee, this mission being performed as required by the Compensation Committee or the Board of Directors in full session. Moreover, the AFEP-MEDEF Code stipulates that, when reporting on the proceedings of the Compensation Committee to the Board of Directors, the executive directors absent themselves when the Board discusses and votes on their compensation. In view of the way in which the Board of Directors functions, the independent directors of the company, who are both members of the Compensation Committee, have not seen ﬁt to discuss the matter in the absence of the executive directors. Strategic Committee Membership The members of the Strategic Committee are André Harari, Committee Chairman, Anne Binder, and Bernard Jourdan. Mission The prime mission of the Strategic Committee is to review the consistency of the company’s strategic plan, its key challenges and risks to which it is exposed, its internal and external growth drivers, and the optimization of its development in the medium term. It formulates all recommendations and delivers all opinions to the Board. The Strategic Committee organizes its work as it sees ﬁt. It meets as often as the interests of the company demand and at least once a year. The Strategic Committee reports on its proceedings to the Board of Directors at least once a year and whenever it wishes to make recommendations to the Board. It notably reviews and discusses the major strategic directions and development themes proposed by the Chairman of the Board of Directors and the Chief Executive Ofﬁcer in order to prepare the Group for the global economic challenges and key risks to which it is exposed, and to reinforce its business model and its operating and ﬁnancial ratios.
Within this framework, it also studies and formulates recommendations on the strategic plan, on the investments for the future and Group transformation plan; on the broad aims of annual action plans; on external growth operations; and, ﬁnally, on ﬁnancial or stock market transactions having a signiﬁcant immediate or future impact on the share capital and more generally on assets of the shareholders. It is kept informed of their execution. Meetings and Activities The Committee met six times in 2014, in particular to review and discuss progress in execution of the 2013-2016 strategic roadmap, and to formulate recommendations. This applies also to progress in fulﬁlling the 2012-2015 transformation plan of the company. The Committee has been regularly and fully informed of the impact of developments in the macroeconomic environment on the activities of the Group. In 2014, a meeting was devoted to a presentation of marketing plans by the Director of Marketing, Fashion and Apparel, and the Director of Marketing, Automotive and Furniture; a meeting was devoted to a presentation of a broad outline of the software offering by the Director of Software Marketing; ﬁnally, a meeting was devoted to a presentation by the Director and management team of the Chinese subsidiary of Lectra’s strategic plan in China. The Committee also reviewed and discussed the main priorities and the different scenarios for 2015, together with the broad outlines of the 2015 action plan, and the research and development, marketing and human resources plans. In view of the importance of these subjects, the Chief Executive Ofﬁcer was invited to attend all these Committee’s meetings. All of the Committee’s members attended at these meetings, resulting in an effective attendance rate of 100%. Limits to the Decision-Making Powers of the Committees Subjects that the Chairman of the Board of Directors or the Chairman of either of these Committees wishes to discuss are placed on the agenda of the Committee concerned. When an item on the agenda