Report of the Chairman of the Board of Directors
Company’s shares or any other securities issued by the Company and
carried out by him/her or individuals that are closely related to him/
her, pursuant to applicable statutes and regulations.
Directors may consult the Board Secretary at any time regarding the
scope of the ”negative windows“ system and on the conditions of
its application to any specific case.
Duty of discretion and confidentiality
Pursuant to Article 15 of the Company’s Bylaws, directors shall be
bound by a duty of discretion and confidentiality in the interest of the
Company.To that end, they undertake that they shall be responsible for
maintaining the professional secrecy of all the confidential information
to which they have access, the resolutions and the operation of the
Board of Directors and of any Committees to which they may belong,
as well as the content of the opinions issued or votes cast during
Board or Committee meetings.
When requested by the Chairman and Chief Executive Officer, each
director agrees to return or destroy immediately any document in
his/her possession containing confidential information.
In addition, directors shall be required to consult with the Chairman
and Chief Executive Officer prior to any personal disclosure that they
may make in the media on matters involving or likely to affect the
Group, the Company and/or its governing bodies.This provision shall
not apply to directors who concurrently hold the position of Chief
Executive Officer or Deputy Executive and who may have to make
disclosures in that capacity in the name of the Company.
Shares owned privately
Pursuant to the Company’s Bylaws, directors other than those
representing employees must own 1,000 shares in the Company.
Such shares and any shares acquired in excess of that number must
be registered shares.
The permanent representatives of legal entities that are directors
shall be subject to the same obligation.
The number of Company shares owned by each director (and each
permanent representative of any legal entity that is a director),
excluding that of Company shares owned by directors representing
employees, shall be publicly disclosed by the Company.
3.2.2. INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES
126.96.36.199. Internal control objectives
of the parent company
The Group applies the internationally recognized definition of internal
control formulated by the Committee of Sponsoring Organizations
of theTreadway Commission (COSO). According to this definition,
internal control is a process, effected by an entity’s Board of
Directors, management and other personnel, designed to provide
reasonable assurance regarding the achievement of objectives in
the following categories:
effectiveness and efficiency of operations;
reliability of financial reporting;
compliance with applicable laws and regulations.
This definition complies with that set out in the Reference Framework
for Risk Management and Internal Control Systems issued by the
AMF, which states:
Internal control is a Company’s system, defined and implemented
under its responsibility, which aims to ensure that:
laws and regulations are complied with;
the instructions and directional guidelines fixed by Executive
Management or the Management Board are applied;
the Company’s internal processes are functioning correctly,
particularly those implicating the security of its assets;
financial reporting is reliable; and
generally, contributes to the control over its activities, to the efficiency
of its operations and to the efficient utilization of its resources.
By helping to anticipate and control the risks involved in not meeting
the objectives the Company has set for itself, the internal control
system plays a key role in conducting and monitoring its various
One of the objectives of the internal control system is therefore
to anticipate and control the risks arising in the course of the
Company’s business, as well as the risk of errors or fraud, particularly
in the areas of accounting and finance. However, as stated in the
AMF’s Reference Framework, internal control procedures cannot
provide an absolute guarantee that the Company’s objectives will
be achieved, no matter how well the system is designed or how
well the procedures are applied.
The following description of the Company’s internal control and risk
management systems was prepared based on the aforementioned
Reference Framework and its application guide.
188.8.131.52. Summary description of internal
control and risk management
The internal control and risk management procedures described
below cover the parent company and all of its consolidated
subsidiaries.Whenever a new entity is consolidated, it implements
a systematic plan to deploy the internal control procedures and it
is included in the audit plan on a priority basis.The Audit and Risks
Committee pays particular attention to ensuring that these plans
are properly implemented.
Registration Document 2014