These documents may be provided to them on a secure digital platform, within a reasonable period of time prior to the meeting. In exceptional cases, they may 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 allow for an in-depth review and discussion of the matters that fall into the remits of each of the Committees.
The Directors meet once a year without any executive corporate officers, Directors representing the employees or other Group employees in attendance.
In accordance with the applicable legal and regulatory provisions, Directors who take part in Board meetings through telecommunication facilities are deemed to be present for the purpose of calculating the quorum and majority. The telecommunication facilities used must be such that the Directors can be identified and actually take part in the meeting, i.e., the system must at least transmit participants' voices and retransmit the Board's discussions and debates in an unbroken and simultaneous manner. However, the Board can decide, at its discretion, to rule out this method of participation.
A Director who takes part in a meeting through telecommunication facilities must ensure that the discussions remain confidential.
In accordance with the applicable legal and regulatory provisions and the Company's Articles of Association, unless any Director raises an objection, any decision of the Board of Directors may be taken by way of a written consultation, including electronically(1). The Board Secretary counts the votes of the Directors on the proposed resolution and informs the Board of the result of the vote.
Minutes are kept for each Board meeting.
The minutes of the meeting mention the use of videoconference or telecommunication facilities and the name of each Board member who participated in the meeting 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 and the reservations expressed by participants.
The draft minutes of the last Board meeting are sent or given to all Directors no later than the date when the next meeting is convened.
The Board Secretary is granted the power 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, in particular with drawing up the annual work programme and setting the dates of Board meetings.
With the support of 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 assessment of the Board’s work and receives the annual reports on independence from 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 role.
Each 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 organised and conducted with each Director prior to this meeting, the Board discusses points of view and opinions expressed, based on a guide which includes the recommendations adopted by the AFEP-MEDEF Code. 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, together with aspects that remain to be approved, 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 General Management as set out in section 1.2.2. of these Rules.
All 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 act in the interest of the Company.
