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82 2014 Registration Document
Corporate governance
3
Composition and operation of the Board of Directors
3.2.2
Operation of the Board of Directors
During the course of the 2014 fiscal year, the Board of Directors met
eight times, with an average attendance rate of 85%.
The main topics covered during these eight meetings were as follows:
■
the examination of the quarterly and annual sales figures;
■
the Company and Consolidated Financial Statements for the fiscal
year ending December 31, 2013 and the notice to attend the Ordinary
and Extraordinary Shareholders’ Meeting convened to approve the
Financial Statements for this fiscal year;
■
the implementation of a new share-buyback programme;
■
the half-yearly Financial Statements to June 30, 2014;
■
the examination of certain investments/disposals for the Group.
In accordance with the Board’s of Directors by-laws, as part of its duties
and without this list being exhaustive, the Board:
■
approves the Company’s strategy and monitors its implementation;
■
sets any necessary limits on the powers of the Chairman and Chief
Executive Officer;
■
in particular, it:
■
conducts any controls and audits it deems appropriate,
■
conducts audits of Company management and the fairness of
the Financial Statements,
■
examines and approves the Financial Statements, establishes
the agenda for the meeting, records its activities in the annual
report and approves the various statutory and regulatory reports,
■
examines regulated agreements and rules on their prior
authorization,
■
ensures that high-quality financial information is provided to
shareholders and markets;
■
each year, on the recommendation of the Appointments Committee,
it draws up the list of directors considered independent, based on
Code AFEP-MEDEF criteria;
■
once a year, it examines the budget.
The by-laws of the Board of Directors, divided into three chapters, are
structured as follows:
■
the first chapter covers the Board of Directors, its role, operation,
compensation for directors and its assessment;
■
the second chapter covers the Board of Directors’ committees, their
common rules, composition and missions;
■
the third chapter covers the rights and responsibilities of directors.
The Board of Directors by-laws deal with both the formal aspects of the
Board of Directors’ role and the rights and responsibilities of directors
in the context of the good corporate governance practices it imposes
on itself. The balance of power within the Board is ensured through a
precise definition and division of roles.
CONFLICT OF INTERESTS
A conflict of interests arises in particular where a Director or a member
of their family could benefit on a personal basis from the conduct of the
Company’s business or could have a relationship or link of any kind with
the Company, its subsidiaries or its management that could compromise
the free exercise of the director’s judgement.
The director shall endeavour to avoid any conflict of interest that may
exist between his moral and material interests and those of the Company.
Directors must inform the Board of Directors of any situation involving
a real or potential conflict of interest with the Company or the Group’s
companies as soon as they become aware of such a situation and
must refrain from participating in discussions and voting relating to the
respective proceedings. The Chairman may ask the Director not to attend
such proceedings.
Directors must therefore inform the Chairman without delay of any
agreement reached between themselves, or a company of which they
are a director, or in which they hold a significant stake either directly or
indirectly, or in which they have a direct interest, and the Company or one
of its subsidiaries, or which has been reached through an intermediary.
The Chairman of the Board may ask the directors at any time to sign a
statement certifying that they do not have a conflict of interest.
ASSESSMENT
The Board of Directors conducts regular assessments of its operations
and ability to carry out its missions. Accordingly, it reviews its operating
procedures and the quality of the information published and of its decision-
making and discussions, as well as each person’s actual contribution to
the work of the Board of Directors and the committees.
As a result, the Board of Directors is obliged to include a discussion on
its operation as an agenda item once a year.
A formal assessment of the Board of Directors was carried out during
the fiscal year with the help of the Appointments Committee and an
external consultant. The aim of this assessment was to ensure observance
of the Board of Directors’ operating principles and compliance with
the governance rules, and to identify proposals aimed at improving its
operations and effectiveness. The results of this assessment revealed
that the Board of Directors and its Committees were run in a satisfactory
manner.