2013 Registration document and annual financial report - page 119

Registration Document 2013
117
Corporate Governance
3
Report of the Chairman of the Board of Directors
In relation to corporate governance issues, the Board analyzed
the consequences for the Company of the amendments to the
AFEP/MEDEF Code and amended the Board of Directors Bylaws
accordingly.
The Board also appointed a new independent director, reviewed
the membership of its Committees and examined the process
for appointing an employee-representative director following the
adoption of the France’s employment Security Act on June 13, 2013.
The Board called the Annual Shareholders’ Meeting during 2013
and approved this Report of the Chairman of the Board of Directors.
Lastly, the Board examined a number of significant real-estate
disposal plans during the year.
Directors’ attendance at Board meetings in 2013
Number of meetings
taken into account
Attendance
rate
Mr. Bailly
9
100%
Mr. J. Barrack (until April 25, 2013)
4
0%
Mr. Bazin
9
100%
Mr. Citerne
9
100%
Ms. Erra
9
89%
Ms. Gasperment
9
100%
Mr. Hennequin (until April 23, 2013)
3
100%
Ms. Knobloch (from April 25, 2013)
5
100%
Mr. Méheut
9
78%
Ms. Morgon
9
78%
Mr. Moussalem (from April 25, 2013)
5
100%
Mr. Sayer
9
89%
Board Committees
Board discussions and decisions in certain areas are prepared by
specialist Board Committees made up of directors appointed by the
Board for the duration of their term as director. These Committees
examine matters falling within their terms of reference, as well as
any matters referred to them for consideration by the Chairman
and Chief Executive Officer. They report regularly to the Board
on their work, and provide the Board with their observations,
opinions, proposals and recommendations.
The Board of Directors is supported by the work performed by
its three specialist Committees:
ƒƒ
the Audit and Risks Committee;
ƒƒ
theCompensation, Appointments andCorporateGovernance
Committee;
ƒƒ
the Commitments Committee.
The organizational and procedural framework applicable to the
Board Committees is described in the Company’s Bylaws and
in the Board of Directors Bylaws, which are presented below.
The Board may also set up one or several special Committees.
Each Committee is chaired by one of its members, who is appointed
by the Board on the recommendation of the Compensation,
Appointments and Corporate Governance Committee. The
Committee Chairman appoints a person who may or may not be
a Committee member to act as secretary.
The Chairman of each Committee may ask for the Committee to
be consulted on any matters falling within its terms of reference
that have not been referred to it.
Each Committee is required to periodically review its rules
of procedure and propose to the Board any changes that are
considered necessary.
The Board Committees do not have any decision-making authority.
To assist them in their work, the Board Committeesmay commission
technical reports from Company management or external
consultants. In both cases, the Chairman and Chief Executive
Officer is notified in advance. The Committees may also arrange
meetings with members of management responsible for the
areas under review, without any executive directors necessarily
being present. In this case also, the Chairman and Chief Executive
Officer is informed in advance.
The Audit and Risks Committee
has fivemembers –Ms. Morgon,
Ms. Knobloch, Mr. Citerne, Mr. Moussalem and Mr. Bailly – all
of whom have the necessary technical knowledge to fulfill the
Committee’s duties. Three of these members are qualified by the
Board as independent, includingMr. Citerne, who is the Committee
Chairman and the Company’s senior independent director.
The Audit and Risks Committee met five times in 2013, with an
average attendance rate of 80%.
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