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DIRECTORS’ CHARTER AND INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS
The first version of the Directors’ Charter and Internal Rules of the Board of Directors was prepared in 2003. This is a single document in two parts, one on the rules of conduct applicable to members of the Board of Directors, the other on the operational rules of the Board of Directors and its Committees.
This document is regularly updated in response to any developments, and notably in 2013 to include the latest recommendations of the AFEP-MEDEF Code.
The Directors’ Charter specifies the role and duties of each member of the Board of Directors that they accept from the beginning of their term of office.
The main points of this Charter are: respect for and protection of corporate interests, attendance, dealing with any conflicts of interest, access to information, confidentiality, independent analysis and reminder of the legal procedure regarding privileged information.
As the Internal Rules are designed to ensure the smooth operation of the Board of Directors, each member of the Board of Directors is informed of them at the start of their term of office.
The Internal Rules cover the composition, operation, role and mission of the Board and its Committees and the Board member remuneration policy.
Pursuant to the provisions of the Charter and Internal Rules “directors shall receive all relevant information needed to perform their role”.
The Chairman ensures that the directors have the information and documents required to fully perform their role at any times during their term of office.
In 2006, the company created a website dedicated to the directors. This documentary database, for the sole use of the directors, and in which documents are made available to them, ensures information’s accessibility and speed of transmission in the strictest confidentiality.
Before each meeting, the directors can read the documents relating to items on the agenda.
The Chairman also ensures that information on General Meetings, financial publications, sales and results, consensuses and summaries recommendations from financial analysts, as well as press items and press releases by the Group are brought to their attention on this website.
It is updated regularly so as to match directors’ expectations as closely as possible.
A section on corporate governance also allows them at any time to refer to the AFEP-MEDEF Code, the Charter and Internal Rules, the Group code of ethics, and the company’s Articles of Association.
So that all these documents can be made available to directors as quickly as possible, a schedule for the preparation of Board Meetings was formalised in 2015, with the aim of publishing documents as far ahead of meetings as possible. The Chairman ensures that all documents are accessible as soon as they have been approved.
After the 2015 evaluation of the Board of Directors, the members of the Board of Directors said that they were satisfied with the information they had been provided with in order to perform their duties. Once again they highlighted the progress made in providing documents prior to meetings of the Board of Directors. The company will continue its efforts in this direction this coming year.