2013 Registration document and annual financial report - page 122

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
In the case of financing transactions, however, the Chairman and
Chief Executive Officer is authorized to make any and all financial
commitments of up to €1 billion without obtaining prior approval
from the Board of Directors, provided that such commitment is
undertaken in accordance with the annual Group financing policy
as approved in advance by the Board of Directors. In this case,
the Chairman and Chief Executive Officer shall inform the Board
of Directors of the transactions after they have been completed.
It is noted as well that the Board’s prior approval is not required
for borrowings due in less than one year, whatever the amount
any and all transactions that could have a material impact on
the Group’s strategy or lead to a material change in the Group’s
business base (mainly entry into a new business or withdrawal
froman existing business), whatever the amount of the transaction,
any and all transactions involving the Company’s shares carried
out in application of Article L. 225-209 of the French Commercial
Code, which exceed one million shares per transaction or
two million shares per year;
authorize the Chairman and Chief Executive Officer to issue
guarantees, bonds and endorsements in the Company’s name, up
to a cumulative amount of €1 billion per year. In accordance with
the Company’s Bylaws, any such authorizations may be given for
a period of one year. The Chairman and Chief Executive Officer is
required to report to the Board of Directors each year on the amount
and nature of guarantees, bonds and endorsements issued under
the authorization;
discuss and decide on any proposed changes to the Group’s
management structure and review information about the main
organizational changes.
5. Vice-Chairman of the Board of Directors –
Senior Independent Director
In accordance with Article 14 of the Company’s Bylaws, the Board of
Directors may appoint one of its independent members to act as Vice-
Chairman for the duration of his or her term as director.The appointment
may be terminated at any time by decision of the Board of Directors.
As specified in the Company’s Bylaws, the Vice-Chairman may call
meetings of the Board of Directors if the Chairman and Chief Executive
Officer is unable to do so, and shall chair Board meetings in the Chairman
and Chief Executive Officer’s absence.
The Vice-Chairman shall act as the preferred contact for the other
independent directors. Whenever necessary and at least once a year,
he or she shall organize and lead a meeting reserved exclusively for
independent directors to allow them to discuss certain issues outside
full Board meetings.
The Vice-Chairman shall ensure that requests from shareholders not
represented on the Board are answered, and shall make him or herself
available to hear their comments and suggestions and, where necessary,
answer their questions. A specific e-mail address shall be created for
this purpose. The Vice-Chairman shall inform the Board of Directors
about such contact with the shareholders.
In addition, the Vice-Chairman shall oversee formal assessments of
the Board of Directors’ work, approve the list of strategic issues to be
discussed at Board meetings, as prepared each year by the Chairman
and Chief Executive Officer, and deal with any conflicts of interest
affecting Board members.
He or she shall be assisted by the Corporate Secretary for any related
administrative tasks.
6. Board Committees
Board discussions and decisions in certain areas shall be prepared by
specialist Board Committees made up of directors appointed by the Board
for the duration of their term.These Committees shall 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 shall report regularly to the Board on their work, and provide the
Board with their observations, opinions, proposals or recommendations.
To assist them in their work, the Board Committees may commission
technical reports frommanagement or from external consultants, at the
Company’s expense. In both cases, the Chairman and Chief Executive
Officer shall be notified in advance. The Committees may also arrange
meetings with members of Company management responsible for
the areas under review, without any executive directors being present.
In this case also, the Chairman and Chief Executive Officer shall be
informed in advance.
There are three standing Board Committees:
the Audit and Risks Committee;
the Commitments Committee;
the Compensation, Appointments and Corporate Governance
The Board may also set up one or several special Committees.
Each Committee shall be chaired by one of its members, appointed by
the Board on the recommendation of the Compensation, Appointments
and Corporate Governance Committee. The Chairman and Chief
Executive Officer may be invited to attend any and all Board Committee
meetings by the Chairman of the Committee concerned. However, he
shall not attend the part of Compensation, Appointments and Corporate
Governance Committee meetings during which agenda items concerning
him personally are discussed, nor the part of Audit and Risks Committee
meetings during which the Committee members discuss matters with
the Statutory Auditors.
The Committee Chairman shall appoint a person who need 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 shall periodically review its rules of procedure and
propose to the Board any changes that are considered necessary.
The Board Committees shall not have any decision-making authority.
6.1. The Audit and Risks Committee
The Audit and Risks Committee shall be responsible for ensuring that
the accounting policies applied for the preparation of the financial
statements of the Company and the Group are appropriate and applied
consistently from one period to the next. Its terms of reference also
include checking that internal reporting and control procedures provide
adequate assurance concerning the reliability and completeness of
financial information and the control of Group risk exposure. To this
end, it carries out the following tasks:
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