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