The Secretary of the Board is empowered to issue and certify copies or extracts of the minutes of Board meetings.
Decisions taken by means of written consultation with the Directors are recorded in minutes that are stored under the same conditions as other decisions taken by the Board of Directors.
The Secretary is appointed by the Board. He/she assists the Chairman in organising the Board’s work and in particular with regard to the definition of the annual work programme and the dates of Board meetings.
With the support of the General Management, he/she ensures the quality and production, sufficiently in advance, of the documents and drafts put to the vote of the Board at its meetings.
He/she prepares the draft minutes of Board meetings, which are submitted for the Board’s approval.
He/she is responsible for the secure IT platform made available to the Directors.
He/she monitors on an ongoing basis changes in the regulations and reflections in the marketplace with regard to the corporate governance of listed companies.
The Secretary organises, together with the Chairman, the annual evaluation of the Board’s work and receives the annual reports on independence by each Director (see Article 3.2).
Every Director may consult the Board Secretary at any time with regard to the scope of the rights and obligations linked to his/her office.
Every year, the Board carries out an evaluation of its ability to respond to the expectations of shareholders by reviewing its composition, its organisation and its modus operandi.
At its last meeting for the year and on the basis of a summary of the interviews that are previously organised and conducted with each Director, based on a guide which includes the recommendations adopted by the AFEP-MEDEF Code, the Board discusses points of view and opinions expressed. It draws the conclusions from this with the aim of improving the conditions for the preparation and organisation of its work and that of its Committees.
The results of the evaluation, with the avenues of progress that remain open, are passed on to the shareholders in the Annual Report and at the time of the Annual General Meeting.
When the Board sets up Committees, it appoints the members of these Committees and determines their duties and responsibilities.
These Committees act within the remit granted to them by the Board and therefore have no decision-making power. The Committees may not at any time take over the powers of the General Management as set out in chapter 1.2.2. of these Rules.
The Committee members are Directors. They are appointed by the Board in person and may not be represented. All Board members have the necessary qualifications due to their professional experience. They actively take part in Committee meetings with complete freedom of judgement and in the interest of the Company.
The task of secretary of each Committee is carried out by a person appointed in agreement with the Chairman/Chairwoman of the Committee. It may also be performed by the Secretary of the Board.
Each Committee defines the frequency of its meetings. These meetings are held at the Company’s headquarters or at any other place decided by the Chairman/Chairwoman of the Committee.
The Chairman/Chairwoman of each Committee prepares the agenda for each meeting.
The Committees may make contact, in the performance of their duties, with the Company’s main senior managers, in agreement with the Chairman/Chairwoman of the Board and after informing the General Management and will report on such contacts to the Board.
The Board may entrust a Committee Chair, or one or more of its members, with a special assignment or project to carry out specific research or study future possibilities. The designated individual will report on this work to the Committee concerned such that the Committee may deliberate on this work and in turn report there on to the Board.
For each Committee meeting, its members may decide to invite any other person of their choice to attend as needs be and on an advisory basis, when they consider it appropriate.
In its field of competence, each Committee makes proposals and recommendations and expresses opinions as the case may be. For this purpose, it may carry out or have carried out any studies that may assist the Board’s deliberations. When they use the services of external consultants, the Committees must ensure that their service is objective.
The remit of the Strategy and Sustainability Committee is to throw light, through its analyses and debates, on the Group’s strategic orientations as submitted to the Board of Directors and to monitor the implementation and advancement of significant operations in progress.
The Committee examines:
