2014 Registration Document and Annual Financial Report - page 115

3
Corporate GOVERNANCE
Report of the Chairman of the Board of Directors
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it issues a recommendation to the Board on the overall amount of
directors’ fees, which is submitted to shareholders for approval. It
proposes to the Board rules for allocating said directors’ fees and
the individual amounts of the payments to be made as fees to the
directors based on their attendance at Board and Committee meetings
pursuant to Article 8 of these Bylaws;
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it reviews the policy and the projects proposed by the Chairman and
Chief Executive Officer regarding employee share issues;
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it reviews the insurance coverage taken out by the Company regarding
the civil liability of executive directors;
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it approves the information provided to shareholders in the Annual
Report regarding (i) executive director compensation; (ii) the principles
and procedures used to set such compensation; and (iii) the grant
and exercise of stock options and the grant of performance shares.
Corporate Governance:
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it is tasked, in liaison with the Chairman and Chief Executive Officer,
with issuing recommendations on implementing best corporate
governance practices and preparing the assessment of the Board’swork;
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it periodically reviews whether the directors meet the independence
criteria defined by the Board and makes recommendations if it appears
necessary to review the independent status of directors;
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it continuously monitors changes in the Company’s ownership
structure and determines how the Company’s awareness of such
changes could be improved, particularly through legal procedures;
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it reviews all cases where there is a conflict of interest concerning
one or more shareholders and (i) the interests of the Company or (ii)
the interests of the shareholders as a whole;
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it reviews the measures implemented within the Group concerning
business ethics as well as any cases of conflict of interest concerning
directors or members of the Executive Committee;
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it reviews and issues recommendations on best corporate governance
practices, particularly concerning the membership structure of the
Board of Directors;
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it prepares all matters for discussion between the Company and its
shareholders relating to (i) changes in their equity interests; (ii) their
representation in the Company’s corporate governance structures; and
(iii) any contractual commitments between them and the Company.
The Compensation, Appointments and Corporate Governance Committee
comprises three to fivemembers. Amajority of thesemembers, including
the Committee Chairman, must be independent directors.
The Compensation, Appointments and Corporate Governance Committee
shall hold at least three meetings per year. Calls to meetings are issued
by the Committee Chairman and include the meeting agenda.
7. Secretary to the Board of Directors
Pursuant to the Company’s Bylaws, the Board of Directors shall name
a Secretary who need not be a director.
The Board Secretary’s role is to call members to meetings of the Board of
Directors when requested to do so by the Chairman and Chief Executive
Officer and to prepare the draft minutes of the meetings of the Board
of Directors, which are then submitted to the Board for approval. He
or she is tasked with sending the working documents to the directors
according to the procedure set forth in Article 3 of these Bylaws and
in general responds to any request from directors for information
pertaining to their rights and obligations, the Board’s operation or the
life of the Company.
His or her duties also include maintaining and updating the statements
designed to prevent conflicts of interest, as provided for in Article 3 of
the Board of Directors Code of Conduct.
Lastly, the Board Secretary shall attend the meetings of the Board
Committees as needed at the request of the Chairman and Chief
Executive Officer or the Committee Chairmen. He or she may also be
tasked with sending the working documents to the Committeemembers.
8. Directors’ fees
The annual amount of directors’ fees approved by shareholders shall be
allocated by the Board based on a recommendation by the Compensation,
Appointments and Corporate Governance Committee.
Board members shall be entitled to a fixed portion of fees for their
duties as directors and, as the case may be, their role as a member or
Chairman of one or more Board Committees, as well as a variable
portion of fees determined according to their actual attendance at Board
or Committee meetings.
Distribution is based on the following principles:
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the annual amount of directors’ fees shall be divided into an amount
set aside for the Board and an amount set aside for the Board
Committees, as determined by the Board of Directors. The amount
for the Board Committees shall subsequently be divided equally
among the three Committees;
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one-third of the amount set aside for the Board and for each Committee
shall be used to pay the fixed portion of directors’ fees, based on a
lump sum determined by the Board and in line with the number of
directors or Committee members concerned;
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two-thirds of the amount set aside for the Board and each Committee
shall be used to pay the variable portion of directors’ fees based on a
per-meeting amount set by the Board depending on the total number
of meetings held during the year;
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the Vice-Chairman of the Board of Directors shall receive the fixed
portion of directors’ fees payable to all directors as well as a fixed
portion of a flat amount determined by the Board of Directors;
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Committee Chairmen shall receive a fixed portion of directors’ fees
equal to double the fixed portion payable to Committee members;
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directors who also hold the position of Chairman and Chief Executive
Officer, Chief Executive Officer or Deputy Chief Executive Officer
shall not receive any directors’ fees;
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directors representing employees shall not receive any directors’
fees. The directors’ fees that they would have received shall not be
distributed and instead the Group has pledged to allocate the equivalent
amount to supporting Group employees in difficulty;
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directors’ fees shall be paid no later than three months following the
end of the previous fiscal year.
Registration Document 2014
113
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