The Board of Directors must elect a Chairman from among its members.
The Chairman of the Board organises and oversees the Board’s work and reports thereon to the Annual General Meeting.
The Chairman sets the dates and the agenda for Board meetings and leads the discussions.
The Chairman is actively involved in defining the Company’s growth strategy and encourages and strengthens, inter alia, links between the Company and the main market players.
The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that the Directors are able to perform their duties. He may ask for the communication of any document or information that is likely to assist the Board of Directors in preparing for its meetings.
The Chairman of the Board must use his best efforts to promote the values and image of the Company at all times. He expresses his views in that capacity.
He is provided with the material resources required to perform his duties.
The Chairman of the Board takes care, particularly in the event of separation of roles, to develop and maintain a trustful and regular relationship between the Board and the General Management, in order to guarantee continuous, ongoing implementation by the General Management of the strategies defined by the Board.
Each of the members of the Board declares that they have read the following documents:
The Directors are required to act in all circumstances in the interest of the Company and all its shareholders.
The Directors are obliged to notify the Board of any situation that may constitute a conflict of interest, even if such conflict is only potential, and must refrain from participating in the corresponding deliberations.
The Directors must inform the Board every year of the offices and positions they hold in other companies and of any conflicts of interest, even if they are only potential, that they have identified (see Annual Report on independence under Article 4.4).
The Board furthermore discusses every year the assessment of whether or not the business relationships maintained between the companies in which the Directors hold their offices and the Company are significant. It reports on its evaluation in the Universal Registration Document.
The Director must devote the necessary time and attention to his/her duties.
He/she must limit the number of offices held so as to ensure his/her availability.
A Director must not hold more than four other terms of office in listed companies outside the Group, including foreign companies. The Director concerned is given enough time to bring his/her situation into compliance with this rule, where required.
The Director must keep the Board informed of the terms of office held in other companies, including his/her participation on the Board Committees of such French or foreign companies.
A corporate officer must not hold more than two offices as Director in listed companies outside the Group, including foreign companies. The Director must ask for the Board’s opinion before accepting a new corporate office in a listed company.
Each Board member undertakes to be diligent:
The Corporate Governance Report gives shareholders all useful information on the Directors’ individual participation in these sessions and meetings.
In connection with decisions to be made, the Director must ensure that he/she has all the information he/she considers essential for the smooth conduct of the work of the Board or the Committees. If this information is not made available to him/her, or he/she considers that it has not been made available, he/she must request such information from the Chairman of the Board who is required to ensure that the Directors are in a position to perform their duties.
All the Directors, and in particular those representing the employees, may benefit, on their appointment or throughout their directorship, from the appropriate learning programmes for the exercise of the office.
These learning programmes are organised and proposed by the Company and are provided at its expense.
