2007 - April

2.0
General information on the company and its share capital
Directors are appointed for a two-year term of office, and
may be reappointed. However, the term of office of any
individual member shall as of right be terminated, without
any possibility for renewal, further to the ordinary general
shareholders’ meeting convened to approve the financial
statements for the past financial year held in the year during
which the member in question reaches the age of 75.
The Board of Directors is convened by the Chairman on
his initiative and, if he is not responsible for executive
management, as requested by the Chief Executive Officer,
or, if the Board has not met for more than two months, as
requested by at least one third of the Directors. Directors
may be convened by any means, indicating the agenda that
has been set by the author of the notice to attend.
Meetings are held at the registered office or at any
other location indicated in the notice to attend. For
deliberations to be valid, at least half of the Board
members must effectively be present. Under the bylaws,
Directors participating in the Board meeting using
videoconferencing or telecommunications facilities in
accordance with the limits and conditions set under the
legislation and regulations in force may be deemed to
be present for calculating the quorum and majority. Such
videoconferencing and telecommunications facilities may
not be used when:
- Drawing up the annual and consolidated financial
statements;
- Drawing up the company’s management report and, as
relevant, the Group’s management report;
- Selecting the conditions for the performance of executive
management;
- Appointing and dismissing the Chairman, Chief Executive
Officer and Deputy Chief Executive Officers.
Decisions are subject to a majority of votes for members
present or represented. In the event of a tie, the Chairman of
the session has a casting vote.
At each meeting, the Board may appoint a secretary, who
may be selected from outside of the Directors.
The Board of Directors determines the strategies for the
company’s business and oversees their implementation.
Subject to the powers expressly granted for shareholder
meetings and in accordance with the corporate purpose,
it reviews all matters concerning the company’s effective
operations and rules on the affairs concerning it through its
deliberations.
It carries out the controls and verifications that it deems
necessary.
Among its specific powers, it authorizes the agreements and
commitments defined by French law and more specifically any
commitments made to the Chairman, Chief Executive Officer
or Deputy Chief Executive Officers concerning compensation,
allowances or benefits due or likely to be due when they end
or change functions, or at any time thereafter.
From among its members, the Board elects a Chairman,
and determines his compensation.
The Chairman of the Board of Directors organizes and
oversees its work, which he reports on at the General
Meeting. He ensures that the company’s various bodies
operate effectively and more specifically ensures that the
Directors are able to perform their missions.
The Board may appoint one or more vice-chairmen,
exclusively with a view to chairing Board sessions and
General Meetings in the event of the Chairman’s absence.
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