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4.3 The transactions referred to in the above two paragraphs (4.1
and 4.2) are deemed “significant” when they exceed the unitary
amount of €15 million.
Before being submitted to the approval of the Board, any project of
such a “significant” nature must have been presented to the Strategic
Committee for opinion.
4.4 The Board is also systematically asked to approve explicitly
beforehand each of the following decisions and, provided it
is, for the Company or for one of the Group companies, in an
amount equal or greater than €50 million:
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grant or take out any loans, borrowings, credit and advances;
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acquire or dispose of any receivables, by any means whatsoever.
4.5 Requests for prior, explicit approvals are:
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listed on the agenda of the Board meeting during which they will
be addressed; and
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handled during the meeting of the Company’s Board of Directors;
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recorded in the minutes of Board deliberations.
Article 5 – Powers of the CEO and, if any, of the Deputy
CEOs – specific limitations placed by the Board
on the powers of the CEO and, if necessary, on those
of the Deputy CEOs
5.1 The powers that are, under the laws and regulations in force and
the bylaws of the Company and the present rules of the Board:
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neither reserved to the Board;
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nor reserved to the Shareholders’ General Meetings of the Company;
are vested in the CEO of the Company and, if applicable, the Deputy
CEOs.
When deciding to appoint the CEO or, if applicable, a Deputy CEO,
specific limits may eventually be set by the Board of Directors to the
powers of the CEO of the Company or, if applicable, the Deputy CEO.
This section of the rules of procedure of the Board of Directors is
updated on the date of the Board’s decision to integrate said specific
limits.
The Board of Directors may further limit for a particular transaction,
the scope of the powers of the CEO or a Deputy CEO. If necessary,
these limits shall be set in the minutes of the Board authorizing the
transaction.
TITLE III - OPERATION OF THE BOARD
Article 6 – Role of the Chairman of the Board
6.1 The Chairman of the Board of Directors or, if applicable, the
Vice Chairman of the Board, organizes and directs the work of
the Board and reports to the Company’s Shareholders’ General
Meeting.
6.2 The Chairman of the Board of Directors proposes to the Board
of Directors to appoint the Secretary of the Board.
The Secretary of the Board is not required to be a member of the Board.
If the Secretary is not a member of the Board, he/she is nevertheless
subject to the same confidentiality obligations as the members of the
Board of Directors.
6.3 The Chairman of the Board ensures the proper operation of the
Company’s bodies, particularly the committees of the Board.
6.4 The Chairman of the Board ensures that the members of the
Board are able to fulfill their duties, especially in committees.
6.5 The Chairman of the Board is at every opportunity available to
the members of the Board who may submit any question about
their duties.
6.6 The Chairman of the Board ensures that its members devote the
time necessary to issues relating to the Company and the Group.
6.7 The Chairman of the Board is the only individual who can speak
on behalf of the Board.
6.8 In accordance with the laws and regulations in force, the
Chairman of the Board reports in a report to the Shareholders’
General Meeting of the Company:
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the composition of the Board;
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the conditions applicable to the preparation and organization of the
Board’s work;
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the internal control and risk management procedures in place,
detailing notably the procedures relating to the preparation
and processing of accounting and financial information for the
Company’s separate and consolidated financial statements.
Article 7 – Frequency of the Board meetings
7.1 The Board of Directors meets at least five times a year and as
often as the interests of the Company require.
Information regarding the company and corporate governance
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