Maison Moderne - MM Publishing and Media S.A.
Governance Charter
SHAREHOLDERS
The capital of the company is fully owned by Mike Koedinger through the companies Lemonland S.A. and Everybody's Darling S.A..
Strategic VISION of the shareholder
Towards a modern Luxembourg with the country’s first independent media company: challenger today, leader tomorrow.
AMBITIONS of the shareholder for Maison Moderne
To commit to the long-term development of Luxembourg. To contribute to the evolution of society and to the international influence of the country by following all political, social and cultural developments in a critical and constructive manner. By encouraging decision makers to find the best solutions. By highlighting the innovative and creative strengths of this country.
To contribute to increasing the level of information and therefore the engagement of all people in Luxembourg, whether they are residents, workers or just passing through. To improve understanding between different cultures by highlighting their individual achievements and contributions to our open and liberal society.
EDITORIAL LINE OF MAISON MODERNE
- Maison Moderne is an independent publisher that serves no partisan, political, trade union or religious interests;
- Committed to the modernisation and international influence of Luxembourg, it takes a sharp, constructive and open look at national issues, as well as at business life. It echoes its successes, but also knows how to be critical of its mistakes, failures and excesses;
- Its editorial line is resolutely democratic, European and liberal on an economic and societal level. It is neither revolutionary nor conservative, but energetically places itself in the camp of progress and its advances.
THE ACTIVITIES OF MAISON MODERNE
We operate through three complementary business lines:
- The Publishing House, which offers an independent and influential voice in the Luxembourg media landscape through quality journalism and the positioning of Paperjam and Delano among the leading media brands in the country;
- The Business Club, which brings together the communities that drive the country forward in the leading business club;
- The Brand Studio, which provides communications services, including content marketing, native advertising and contract publishing.
THE GENERAL ASSEMBLY
The general assembly is sovereign. It votes on amendments to the articles of association, appoints and dismisses the members of the board of directors. It approves the accounts and the management of the board of directors.
It meets at least once a year and when required by law.
It defines the strategic vision of MM Publishing and Media S.A.
THE BOARD OF DIRECTORS
Its role
MM Publishing and Media S.A. is managed by a board of directors whose role is to ensure the long-term success of the company in line with the strategic vision defined by the shareholder. It ensures that the necessary financial and human resources are available to enable the company to achieve its objectives. The board decides on the company’s strategy, values, risk level and key policies.
The board decides on the structure of the executive committee and delegates to it the powers to execute the strategy.
In order to fulfil its role, the board of directors:
- develops the general strategies and policies of the company;
- adopts the annual budget and the investment budget;
- authorises the acquisition of shareholdings;
- examines the existence and functioning of an internal control system;
- takes the necessary measures to ensure the integrity of the financial statements;
- appoints the members of the executive committee;
- reviews the performance of the executive committee;
- sets the remuneration of the Chief Executive Officer;
- validates the remuneration of the members of the executive committee
Its organisation and composition
The board of directors is composed of at least four members, including the founder of the company, with an even number of directors being balanced between men and women. On the other hand, if the number of directors is odd, the difference between the number of male and female directors may not exceed one. Its composition shall take into account a combination of skills and experience.
With the exception of the company’s founder, all members of the board of directors are non-executive and independent directors.
The board chooses a chairperson who ensures the development of a climate of trust within the board and effective interaction between the board and the executive committee.
Term of office
Independent directors are appointed for a period of three years, renewable two times (nine years in total). Exceptions can be made, they require a majority vote of the directors and a two-thirds vote of the shareholders. The members of the board of directors can be dismissed at any time by the general assembly with two-thirds of the shares.
Operation of the board of directors
The board of directors shall meet sufficiently frequently to carry out its duties effectively and as often as the chairman deems necessary.
The board of directors also meets at the request of half of the directors. The meetings of the board are normally held inLuxembourg. A board meeting is validly held if 75% of the members are physically present or connected by any means made available by the company - except in the case of an exceptional event preventing one or more members from being present or connected, in which case decisions may be taken by the members present or connected even if they do not represent 75% of the members of the board, provided that they represent at least 50% of the directors. The exceptional nature of the event will be assessed either by the chairman of the board or by at least two directors.
The chairman shall ensure that an agenda is drawn up and sent to all board members in good time, together with all the information needed to take informed decisions. The minutes summarise the discussions, specify the decisions and indicate any reservations expressed by the directors.
The board of directors appoints a secretary who shall draft the minutes for the approval and signature of the directors present.
Decisions are taken by a majority of the members present. A director may not be represented.
Rights and obligations of the directors
Non-executive or independent directors have a complementary role to play on the board of directors, but independent judgment is required of all directors.
They ensure that they obtain all the information necessary to have a thorough understanding of the key aspects of the company.
Each director shall arrange his or her personal and professional affairs in such a way as to avoid any conflict of interest.
Each director is required to inform the board of conflicts of interest when they arise and abstain from voting on the matter involved. Each director shall make a declaration of all his or her financial activities and holdings when taking office and shall ensure that this declaration is updated when there are significant changes and at least once a year.
Remuneration of the directors
Directors receive a fixed annual remuneration and a variable remuneration based on three-year targets set by the general assembly.
THE EXECUTIVE COMMITTEE
Its role
The executive committee implements the company’s strategy as decided by the board of directors. It is the essential body for steering the company’s strategy.
It prepares for approval by the board:
- the company’s strategy deployment plan;
- the acquisitions of shareholdings;
- the investments;
- the annual budgets;
- the annual accounts submitted to the shareholders for approval;
- the main management policies.
It regularly reports to the board of directors on the progress of the business and submits the monthly and quarterly accounts for review. It ensures the day-to-day management of the company on a collegial basis. It takes all decisions necessary for the operation of the company in accordance with the strategy and budget approved by the board of directors.
Its composition
The executive committee is composed of as many members as necessary to cover directly or indirectly the following areas:
- general management;
- finance;
- Business lines;
- digitalisation;
- human resources.
The general manager shall propose to the board of directors the functions that he/she considers necessary for the proper functioning of the management of the company. He/she shall also propose to the board the persons who can perform these functions.
The members of the executive committee must devote 100% of their professional time (unless previously authorised by the managing director together with the board of directors) to the company and may not have other professional activities.
Similarly, the CEO may propose to the board of directors to invite one or more independent advisors to the executive committee who will take part in all the meetings of the executive committee without having voting rights.
Members of the executive committee
The members of the executive committee introduce themselves using the following titles:
Chief Executive Officer (CEO)
Chief Operating Officer (COO)
Chief Digital Officer (CDO)
Directors responsible for the business lines :
Chief Publishing House Officer
Chief Business Club
Chief Brand Studio Officer
Appointments and evaluations
The members of the executive committee and the independent advisors are appointed by the board of directors on the proposal of the managing director.
Their performance is evaluated at least once a year by the Chief Executive Officer. The board of directors shall assess the performance of the Chief Executive Officer at least once a year.
Remuneration
The remuneration of the members of the executive committee comprises a fixed part in line with market practice for equivalent functions and a variable part based on the performance of the company and the individual performance of each member.
The remuneration of the members of the executive committee is reviewed once a year by the CEO and proposed to the board of directors for approval. The remuneration of the Chief Executive Officer is reviewed annually by the board of directors.
Operation
The executive committee meets sufficiently frequently to carry out its duties effectively and as often as the CEO deems necessary.
The CEO shall ensure that an agenda is drawn up and sent to all members of the executive committee in good time, together with all the information required to make informed decisions. The minutes summarise the discussions and specify the decisions. The Executive Committee appoints a secretary who takes the minutes and ensures that the decisions taken are implemented.
CONFIDENTIALITY OF INFORMATION
Documents and information provided to the board of directors and the executive committee are always confidential and each member is bound to discretion at all times. The same applies to deliberations within these bodies.
Charter approved by the board of directors on 1 February 2023.
