2014 Registration Document and Annual Financial Report - page 116

Corporate GOVERNANCE
Report of the Chairman of the Board of Directors
3
Board of Directors Code of Conduct (as amended on April 29, 2014)
The Board of Directors collectively represents all the shareholders
and acts in the Company’s interest. Each director, regardless of the
reasons for his appointment and his qualification by the Board of
Directors as regards the independence criteria set forth in the AFEP/
MEDEF Corporate Governance Code for listed companies, represents
all the shareholders and as such adheres to the principles of conduct
defined in this Code of Conduct.
The non-voting directors appointed by the Board of Directors and
the Founding Co-Chairmen referred to in Article 21 of the Company’s
Bylaws shall be governed by all of the provisions of this Code of
Conduct that are applicable to them.
Duty of due care
Directors shall carry out their duties as they see fit in the best interest
of the Company.They shall strive at all times to improve their knowledge
of the Group and its business lines and agree to be bound by a duty
of vigilance and warning. They shall devote the necessary time and
attention to their directorship in particular by attending the meetings
of the Committees to which they belong, the meetings of the Board
of Directors and the Shareholders’ Meetings.
In addition to complying with the applicable statutes and regulations
on the holding of several directorships, it is the responsibility of each
director to ascertainwhether his/her duties as a director of the Company
are compatible with the directorships or positions that he/she holds in
other companies in particular as regards the workload. Each director
shall disclose periodically to the Company the directorships that
he/she holds in any other company in order to enable the Company
to comply with its statutory disclosure obligations in this regard.
Information
Directors have the duty to request the information that they deem
necessary to carry out their duties from the Company’s management
via
the Chairman and Chief Executive Officer or, where applicable, the
Board Secretary.They shall have the right to meet with the Company’s
principal executives, whether or not in the presence of the Chairman
and Chief Executive Officer, after having requested such a meeting
from the Chairman and Chief Executive Officer.
When a new director takes up office, the Board Secretary shall provide
him/her with an information package containing the Company’s
Bylaws, the Board of Directors Bylaws, the Board of Directors Code
of Conduct as well as the principal statutes and regulations regarding
directors’ liability.
Directors may consult the Board Secretary at any time regarding the
scope of said statutes and regulations and the rights and obligations
incumbent on him/her.
Transparency and preventing conflicts
of interests
Directors strive to remain independent in all circumstances as regards
their analysis, judgment, decisions and actions.
Directors agree not to seek out or accept any benefit likely to call
into question their independence.
Any director that is directly or indirectly in a position of a conflict
of interests – even potentially – with respect to the interest of the
Company because of the positions that he/she holds, and/or any
interests that he/she has elsewhere, shall inform the Chairman and
Chief Executive Officer or any individual designated by the Chairman
and Chief Executive Officer. He/she shall abstain from the debates
and decision-making on the matters concerned and may have to leave
a Board meeting during the debate, and, where applicable, the vote.
When he/she takes up office, and subsequently every year no later
than January 31, each director shall fill in a statement according to the
template attached to this Code of Conduct in which he/she discloses
any relationships of any kind with Group companies, their managers,
suppliers, customers, partners or competitors.
He/she shall send this statement to the Chairman and Chief Executive
Officer and a copy thereof to the Board Secretary.
Directors shall refrain from participating, directly or indirectly,
in any transaction of any amount with a Group company invol-
ving the sale by said company of one or several hotel assets.
The Board of Directors shall deliberate on the rates granted to directors
when staying in a non-official capacity in Group hotels.
Trading in Company securities by the directors
Directors have access to insider information. Such information, if
made public, could impact the price of the Company’s sharesor any
other securities issued by the Company.
Pursuant to the applicable statutes and regulations, they shall be
required:
ƒƒ
to refrain from using insider information to trade such securities
either directly or
via
an intermediary;
ƒƒ
not to knowingly allow a third party to carry out such trading;
ƒƒ
not to disclose such information to third parties even through
carelessness.
In addition, without prejudice to the statutes and regulations on
insider trading, periods known as “negative windows” shall be
determined each year. During such periods, directors shall refrain from
trading the Company’s shares or any other securities issued by the
Company (including exercising stock options), either directly or
via
an
intermediary, even
via
the trading of derivatives. Such periods shall
consist of (i) 30 calendar days prior to the date of publication of the
annual and interim consolidated financial statements, as well as the
day of these publications and the following day, and (ii) 15 calendar
days prior to the date of publication of quarterly revenue figures, as
well as the day of these publications and the following day.
The exact dates of the ”negativewindows“ shall be disclosed each year
to the directors by the Board Secretary. If specific ”negative windows“
are set up in connection with financial or strategic transactions, the
directors shall be informed immediately thereof by the Board Secretary.
Directors may not hedge the risks of losses on the Company shares
or stock options they own.
Each director shall be responsible for reporting to the French securities
regulator (
Autorité des Marchés Financiers
) and to the Company
(to the attention of the Board Secretary) any trading involving the
ANNEXE B
Registration Document 2014
114
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