In accordance with the AFEP-MEDEF Code and independently of any obligation to hold shares under the Articles of Association, the Directors must personally be shareholders of the Company and hold a significant number of shares.
Each Director shall own at least 250 shares in the Company: at least 125 shares on the date of his/her election by the Annual General Meeting, and the balance no later than 24 months after this election.
The decision as to whether the shares held by the Director should be registered or deposited, in full or in part, is the responsibility of the Director.
This stock ownership obligation is not applicable to the Directors representing the employees.
The Board is convened by any appropriate means. Notices convening a meeting may be transmitted by the Secretary of the Board of Directors. They are sent in writing at least eight days prior to each meeting, except in particular circumstances. The notices specify the venue of the meeting, which may be the headquarters or any other venue.
All the documents that are necessary to inform the Directors about the agenda and about any questions submitted to the Board for review are enclosed with the notice convening the meeting or are sent or provided to them within a reasonable period of time, prior to the meeting.
These documents may be provided to them on a secure digital platform, within a reasonable period of time prior to the meeting. They may in exceptional cases be provided at the meeting.
The Board meets as often as required in the best interest of the Company, and at least five times per year. The dates of the Board meetings for the following year are set no later than the beginning of the summer, except in the case of Extraordinary Meetings.
The frequency and length of Board meetings must be such that they allow for an in-depth review and discussion of the matters that fall within the scope of the remits of the Committees.
The Directors meet once a year without the presence of the executive corporate officer, the Directors representing the employees or any other Group employee.
In accordance with the legal and regulatory provisions and with Article 9 section 2 of the Articles of Association, Directors who take part in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of calculating the quorum and the majority.
These means must guarantee simultaneous, continuous retransmission of the debates.
However, these means of participation are excluded when the Board so decides and in any event when it decides with regard to closing of the Company’s parent company and consolidated financial statements and on the preparation of the Management Report.
A Director who participates by means of videoconference or teletransmission must ensure that the confidentiality of the debates is preserved.
The attendance register mentions the Board members who attend Board meetings by means of videoconference or telecommunication facilities, with the Secretary of the meeting having the task of initialling the register for them.
The Board may take the following decisions by written consultation with the Directors, electronically if necessary: (i) co-optation of Directors, (ii) authorisations related to the sureties, endorsements and warranties referred to in Article L. 225-35 of the French Commercial Code, (iii) amendments to the Articles of Association to ensure compliance with the legislative and regulatory provisions, when the Annual General Meeting has approved a delegation for this purpose, (iv) the convening of the Annual General Meeting and (v) decisions to transfer the registered office within the same department.
At the request of the Chairman of the Board, the Board Secretary will send the consultation to each Director, with an indication of the appropriate deadline by which to respond, as determined by the Chairman based on the decision to be taken, the urgency or the time required to reflect on the vote to be made. The document provided for this purpose details the procedures of the consultation, its purpose, a presentation and the reasons for the proposed decision, as well as the draft deliberation. Directors who have not responded by the end of the specified deadline will not be considered to form part of the quorum for the purposes of taking the decisions set out in the consultation, unless the Chairman has extended the said deadline. The Secretary of the Board counts the votes of the Directors on the proposed resolution and informs the Board of the result of the vote.
Minutes are prepared for each Board meeting.
The minutes of the meeting mention the use of videoconference or telecommunication facilities and the name of each person who participated in the Board by such means. The minutes also indicate whether any technical incidents occurred during a meeting held by means of videoconference or telecommunication facilities, and if such incidents disrupted the course of the meeting.
The minutes of the deliberations include a summary of the debates and specify the decisions that were made. They mention the questions raised or the reservations expressed by participants.
The draft minutes of the last Board meeting are sent or given to all the Directors at the latest on the date when the next meeting is convened.
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.
