2014 Registration Document and Annual Financial Report - page 107

Report of the Chairman of the Board of Directors
he is the preferred contact for shareholders not represented
on the Board. In this regard, a specific email address has been
created (
) to enable any shareholder
to contact him directly with comments or queries;
he coordinates the independent directors and, at his initiative,
organizes independent directors’ meetings at least once a year, for
which the Company manages the logistics and bears the costs.
He sets the agenda for these meetings and chairs them, ensuring
that each independent director has the opportunity to raise any
issue not included on the agenda. Following the meetings, the
senior independent director may, at his initiative, meet with the
Chairman and Chief Executive Officer to discuss all or some of the
comments and requests expressed by the independent directors.
If necessary, he may also decide to comment on the work of
the independent directors during the full meetings of the Board;
he oversees the formal assessments of the Board’s operating
procedures and validates the corresponding report;
he may request that the Chairman and Chief Executive Officer
add items to Board meeting agendas. In any event, he approves
the annual plan of the strategic issues that will be included in
the Board meeting agendas, as submitted by the Chairman and
Chief Executive Officer;
he is in charge of dealing with any cases of conflict of interest
that may arise among members of the Board of Directors.
In 2014 Mr. Citerne oversaw the assessment of the Board’s
procedures and organized and chaired two meetings solely for
independent directors.
Mr. Citerne’s term of office as a director is due to expire at the
close of the Annual Shareholders’ Meeting to be held to approve
the financial statements for the year ended December 31, 2014 and
shareholders will be invited to re-elect him. If he is re-elected, the
Board plans to re-appoint him as its Vice-Chairman and as senior
independent director.
Secretary to the Board of Directors
François Pinon, Group General Counsel, has been appointed by the
Board of Directors to serve as Board Secretary.
Powers of the Board of Directors
The Company is governed by a Board of Directors, which determines
the Company’s strategy, oversees its implementation, examines any
and all issues concerning the efficient running of the business, and
makes decisions on all matters concerning the Company.
The Board of Directors deals with all matters falling within the
powers vested in it under the applicable laws and regulations. In
particular, the Board of Directors is responsible for:
approving the annual budget and business plan presented by
the Chairman and Chief Executive Officer;
reviewing and approving all of the Group’s strategic objectives,
at least once a year, in accordance with the Board’s Bylaws;
authorizing the following decisions of the Chairman and Chief
Executive Officer prior to the decisions being implemented:
any and all immediate or deferred financial commitments
representing more than €100 million per transaction. «Financial
commitments» are defined as:
any and all acquisitions or disposals of assets and majority
or minority interests in other companies, with the amount
of the commitments determined by reference to the entity’s
enterprise value,
any and all direct investments, for example for the creation of
a business, the construction, refurbishment or extension of a
hotel property, or expenditure on technological developments,
rental investments, measured on the basis of the market
value of the leased asset,
hotel management contractswith a guaranteedminimum fee,
any and all loans to entities in which the Company or one of
its subsidiaries does not hold the majority of the shares and
voting rights, and any and all commitments to participate
in share issues by such entities,
any and all financing operations representing more than
€1 billion (carried out through one or more transactions). The
Chairman and Chief Executive Officer is authorized to carry
out any and all financing operations of up to €1 billion without
obtaining prior approval from the Board of Directors, provided
that such operations are 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 is required to inform the Board of Directors
of the operations after they have been completed. In addition,
the Board’s prior approval is not required for borrowings due
in less than one year,
any and all transactions that may impact the Group’s strategy
or lead to a material change in the Group’s business base
(mainly entry into a new business or withdrawal from an
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 that exceed onemillion shares per transaction
or two million shares per year;
authorizing 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;
discussing and deciding on any proposed changes to the Group’s
management structure and reviewing information about the
main organizational changes.
The Board shall be kept regularly informed of the Group’s financial
position, cash position and commitments as well as the Group’s strategy
and main policies in the areas of human resources, organization and
information systems, and shall discuss them periodically.
Assessing the Board of Directors’ operating
In addition to regularly discussing its procedures during scheduled
meetings, the Board of Directors also periodically performs a formal
assessment of its operations.The latest such formal assessment was
carried out in 2014 by an external consultant under the supervision
of the senior independent director. After interviewing the Chairman
Registration Document 2014
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