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7.2 Thenumber of Boardmeetings andmeetings of Board committees
held during the year must be indicated in the report of the
Chairman of the Board to the Shareholders’ General Meeting,
which must also give shareholders all material information
regarding the participation of members of the Board in these
sessions and meetings.
7.3 Once a year at least, the directors meet without the presence of
the executive members of the Company. At this meeting, they
may request the presence of the auditors or any other person to
collect the information necessary for the proper performance
of their duties.
Article 8 – Notices of Board of Directors’ meetings
and right to information
8.1 The Board is convened by the Chairman of the Board or, in his
absence, the Vice-Chairman.
8.2 At least one third of the directors may ask the Chairman to
convene the Board on a specific agenda if the Board has not met
for more than three months.
The CEO or, where appropriate, a Deputy CEO, may also ask the
Chairman to convene the Board of Directors on a specific agenda.
In both cases, the Chairman of the Board is bound by the requests
made to him/her and has to convene the Board within seven days
of the request. This period may be shortened in case of emergency.
8.3 Meetings are called by any written means. The deadline for
convening the Board of Directors is 15 calendar days. This period
may be shortened in case of justified emergency.
The Board may deliberate in the absence of notice if at least three-
quarters of its members are present or represented.
8.4 Except in case of emergency, the members of the Board receive
the agenda of the session of the Board with the notice and the
elements of information then available.
The entire documentation necessary for enlightening the directors and
enabling them to make an informed decision about the items on the
agenda will be supplied at least three days before the relevant meeting,
except for the July meeting devoted to the review of interim financial
statements, where the deadline is shortened to two days because of
the particularly short deadlines provided that month to close the said
accounts.
Thus, any director may object to the review of an item that has not been
documented beforehand, except in urgent cases as indicated above.
Article 9 – Venue of the meetings
Meetings of the Board of Directors take place, preferably, in the
administrative offices of the Company or in any other venue specified
in the notice.
Periodically, a meeting shall be organized in a Group production unit so
that the directors can understand what the manufacturing conditions
are and what capital expenditures are to be made.
Article 10 – Agenda
10.1 The Board of Directors is convened on a specific agenda.
10.2 Each director has the freedom and responsibility to ask the
Chairman of the Board to include in the draft agenda certain
items if he/she believes that they are the responsibility of the
Board.
10.3 Once a year at least, the Board is invited by the Chairman
to conduct a review of its procedures.
Article 11 – Participation of the Board members
in Board meetings
11.1 Each director has the opportunity to be represented at Board
meetings by another administrator.
Each director may only represent one director during the same session
of the Board.
The proxy must be in writing, by letter, fax or email, the signed proxy
being in such a case attached to the said email.
Article 12 – Use of means of video-conference
and telecommunications
12.1 The members of the Board may attend the Board meeting by
videoconference or telecommunications.
12.2 In accordance with the laws and regulations in force, this mode
of participation is not applicable when preparing the separate
and consolidated financial statements or when establishing the
separate and consolidated management reports.
12.3 This method of participation is not applicable for the adoption
of the following decisions:
–
–
the appointment and dismissal of the Chairman and Vice-Chairman
of the Board of Directors;
–
–
the appointment and dismissal of the CEO and, where applicable,
of the Deputy CEO(s).
Information regarding the company and corporate governance
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