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2014 Registration Document
Information about the Company and the capital
7
Information about the Company
7.1.4.2
The Board of Directors
(Articles 11, 12, 13 and 14)
The Company is administered by a Board of Directors comprising three
to eighteen members.
As soon as the number of directors over age 70 is greater than one third
of the directors in office, the oldest director is automatically deemed to
have resigned and his/her appointment will end on the date of the next
Ordinary Shareholders’ Meeting.
Each director must own at least 1,000 shares during the term of his/
her appointment.
The members of the Board of Directors are appointed for a three-year
term, and one-third (or as close a percentage as possible) of its members
are replaced each year. During the Board of Directors’ meeting following
the first appointments, the names of the directors whose terms will expire
early at the end of the first and second years are determined by drawing
lots. The outgoing directors may be reappointed.
The directors’ duties end following the Ordinary Shareholders’ Meeting
called to approve the previous year’s financial statements and held during
the year in which their term expires.
The Board of Directors elects a Chairman from among its members, who
must be a private individual. The age limit for the position of Chairman
is 70. The Chairman may perform his/her duties until the Ordinary
Shareholders’ Meeting called to approve the previous year’s Financial
Statements and held during the year in which he/she reaches age 70.
The Chairman may be appointed for the entire term of his/her appointment
as director.
The Board of Directors appoints a Vice-Chairman from among its
members, who is asked to replace the Chairman in case of absence,
temporary unavailability, resignation, death or non-renewal of his/her
term of office.
In the event of temporary unavailability, this replacement is valid only as
long as the Chairman is unavailable; in all other cases, it is valid until a
new Chairman is elected.
The Chairman organises and directs the Board of Directors’ work, on
which it reports to the Shareholders’ Meeting.
The Chairman ensures the proper functioning of the Company’s bodies
and, in particular, sees to it that the directors are able to perform their
duties.
The Board of Directors meets as often as required to serve the Company’s
interests, either at the head office or at any other place indicated in the
notice of meeting.
The directors are called to meetings by the Chairman or, where necessary,
by the Vice-Chairman, by any means, including verbally.
Board of Directors’ meetings are chaired by the Chairman of the Board
of Directors or, where necessary, by the Vice-Chairman.
Proceedings are conducted under the conditions of quorum and majority
prescribed by law.
The Secretary of the Board of Directors is authorised to certify copies
and extracts of the proceedings’ minutes.
The Board of Directors determines the Company’s business strategy
and oversees its implementation.
Subject to the powers expressly attributed to the Shareholders’ Meetings
and within the scope of the corporate purpose, it deals with all matters
relating to the proper management of the Company and, through its
proceedings, handles other matters concerning the Board.
The Board conducts the controls and audits that it deems appropriate.
The directors receive all information needed to perform their duties and
may consult any documents that they deem appropriate.
7.1.4.3
Management (Article 16)
As provided by law, management of the Company comes under the
responsibility of either the Chairman of the Board of Directors or another
private individual appointed by the Board of Directors and bearing the
title of Chief Executive Officer.
Based on a majority of the directors present or represented, the Board
of Directors chooses between the two aforementioned management
methods.
The Board of Directors appoints, from among its members or otherwise,
the Chief Executive Officer, who must be a private individual under the
age of 70 and who has the broadest powers to act on the Company’s
behalf under all circumstances. The Chief Executive Officer exercises
his/her powers within the scope of the corporate purpose and subject to
those powers expressly attributed by law to the Shareholders’ Meetings
and Board of Directors. The Chief Executive Officer represents the
Company in its dealings with third parties.
The age limit for the position of Chief Executive Officer is 70. The duties
of a Chief Executive Officer who reaches this age end following the
Shareholders’ Meeting called to approve the previous year’s Financial
Statements and held during the year in which this age is reached.
When the Company is managed by the Chairman, the provisions of the
laws and regulations or Bylaws relating to the Chief Executive Officer
are applicable to him/her. The Chairman assumes the title of Chairman-
Chief Executive Officer and may perform his/her duties until the Ordinary
Shareholders’ Meeting called to approve the previous year’s Financial
Statements and held during the year in which he/she reaches the age
of 70.
The Board of Directors may determine the areas in which the Chief
Executive Officer must consult the Board in performing his/her duties.