Governance | Ramsay Santé EU

Ramsay Générale de Santé Board of Directors appoints Natalie Davis as Chairman of the Board

At its meeting on June 26, 2025, the Board of Directors announced the appointment of Natalie Davis as Chairman of the Board of Directors. She succeeds Craig McNally, who is stepping down from this position, which he has held since 2017.

"On behalf of the entire Ramsay Santé Group team, I would like to offer Craig McNally our sincerest thanks for his eight years of exemplary commitment as Chairman of the Board of Directors. Throughout this complex period, which includes the health crisis of 2020-2021, he has embodied with strength, clarity and confidence the values that unite us: listening, caring, a quality patient experience and an unwavering dedication to our mission of providing a healthcare service to all. It was also under his chairmanship that our Group became a Mission Company in 2023. At the same time, I am delighted to welcome Natalie Davis to the Board of Directors. Her remarkable career, her in-depth knowledge of the service and customer relations sectors, and her vast experience in leading large-scale transformations will all be assets in supporting our Group in Europe. The members of the Board of Directors join me in wishing her every success in her new role," says Pascal Roché, Chief Executive Officer of Ramsay Santé.

"I am honoured to join Ramsay Santé as Chairman of the Board, and look forward to contributing to the Group's objectives of dedication and innovation. As a Mission driven company, Ramsay Santé places the general interest and the health of everyone at the heart of its actions. The "Yes We Care 2025" strategy, backed up by ambitious objectives, embodies this desire to build a more inclusive, more humane and resolutely forward-looking healthcare system. Alongside Pascal Roché and all our teams, I am delighted to be making an active contribution to this process, which is both demanding and responsible", Natalie Davis, Chairman of the Ramsay Santé Board of Directors.

Corporate Governance

Composition and operation of the Boad of Directors and Advisory Committees

1 - Composition of the Board of Directors

As of October 29, 2021, the Company's Board of Directors is composed of the following ten members:

Chairman: Madame Natalie Davis;
Vice-Chairman: Mr. Matthieu Lance;
Independent director : Madame Anne-Marie Couderc;
Directors representing employees: Madame Elvire Kodjo, Mr. Olivier Poher;
Other directors: Mr. Nick Costa, Madame Karen Penrose, Madame Henrietta Rowe, Ramsay Health Care (UK) Limited represented by Madame Colleen Harris and Crédit Agricole Assurances represented by Madame Magali Chessé.

The detailed composition of the Board of Directors is presented in paragraph 5.1.1 of the universal registration document.

Employee representation

The Company's bylaws were amended by the Shareholders' Meeting of December 13, 2016 to allow for the appointment of a director representing employees pursuant to the provisions of Article L.225-27-1 of the French Commercial Code as amended by the Act of August 17, 2015 on social dialogue and employment.

The Shareholders' Meeting of 11 December 2020 decided on a new amendment to the articles of association in order to allow the appointment of a second director representing the employees, as provided for in the Pacte law (law n°2019-486 of 22 May 2019).

The directors representing the employees have the same status, powers and responsibilities as the other directors.

Representation of the reference shareholders

The Company is a controlled company within the meaning of Article L.233-3 of the French Commercial Code. Its shareholders include two major shareholders, Ramsay Health Care (UK) Limited and Predica, which hold 52.53% and 39.62% of its share capital, respectively.

Ramsay Health Care (UK) Limited and Predica are bound by a shareholders' agreement entered into on September 30, 2014 and amended by an amendment dated December 12, 2016. The main provisions of this shareholders' agreement were the subject of two notices published by the AMF on October 8, 2014 under number D&I 214C2099 and on December 21, 2016 under number D&I 216C2885 and are described in paragraph 6.2.4 of the universal registration document.

Balanced representation of men and women on the Board of Directors

The composition of the Board of Directors complies with the principle of balanced representation of men and women in accordance with the provisions of Article L.225-18-1 of the French Commercial Code resulting from the Act of January 27, 2011 on the balanced representation of women and men on the Boards of Directors and Supervisory Boards and on professional equality, which provides that the proportion of directors of each sex may not be less than 40% at the end of the first ordinary shareholders' meeting following January 1, 2017.

The Board of Directors has four women out of eight members, i.e. a 50% feminisation rate, excluding employee representatives who are not counted to establish this percentage.

It should be noted that two of the three committees set up by the Board of Directors, namely the Audit Committee and the Appointments and Remuneration Committee, are chaired by a woman.

2 - Advisory Committees

In accordance with the provisions of the bylaws and recommendations in this area, the Board of Directors is assisted in its tasks by three advisory committees: the Audit Committee, the Appointments and Compensation Committee, and the Risk Committee. Their role is advisory.

The Audit Committee

The Audit Committee has four members, all of whom are financially literate, of which one member independent:

Chairman: Crédit Agricole Assurances represented by Mrs. Magali Chessé;
Members: Anne-Marie Couderc (independent director), Karen Penrose and Natalie Davis.

The Appointments and Compensation Committee

The Committee is chaired by an independent member in accordance with the recommendations of the AFEP-MEDEF Code:

Chairwoman : Mrs. Anne-Marie Couderc (independent director);
Members: Madame Natalie Davis, Mr. Matthieu Lance and Ramsay Health Care (UK) Limited represented by Mrs. Colleen Harris.

Risk Committee

The Committee is chaired by a member of the Board with the requisite experience in risk management and is made up as follows :

Chairman: Mr. Nick Costa
Members: Madame Anne-Marie Couderc (independent director) and Crédit Agricole Assurances, represented by Madame Magali Chessé.

General Management

The position of Chief Executive Officer of the company is held by Mr. Pascal Roché, initially appointed on June 30, 2011. Mr. Pascal Roché was reappointed by the Board of Directors at the end of the Annual Shareholders' Meeting of December 8, 2022 for a four-year term.

Executive Committee

In order to implement its strategic plan, Ramsay Santé balances its structure between each country’s Business departments, dedicated to the operational implementation of medical projects and the group’s development, and the cross-division functional departments.