Download the report - April.com
Download the report - April.com
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01. MAIN DOCUMENTMeetings are held at <strong>the</strong> registered office or at any o<strong>the</strong>rlocation indicated in <strong>the</strong> notice to attend.For deliberations to be valid, at least half of <strong>the</strong> Boardmembers must effectively be present. Under <strong>the</strong> bylaws,Directors participating in <strong>the</strong> Board meeting usingvideoconferencing or tele<strong>com</strong>munications facilities inaccordance with <strong>the</strong> limits and conditions set under <strong>the</strong>legislation and regulations in force may be deemed to bepresent for calculating <strong>the</strong> quorum and majority. Suchvideoconferencing and tele<strong>com</strong>munications facilities maynot be used when:- Drawing up <strong>the</strong> annual and consolidated financialstatements;- Drawing up <strong>the</strong> <strong>com</strong>pany’s management <strong>report</strong> and, asrelevant, <strong>the</strong> Group’s management <strong>report</strong>;- Selecting <strong>the</strong> conditions for <strong>the</strong> performance of executivemanagement;- Appointing and dismissing <strong>the</strong> Chairman, Chief ExecutiveOfficer and Deputy Chief Executive Officers.Decisions are subject to a majority of votes for memberspresent or represented. In <strong>the</strong> event of a tie, <strong>the</strong> Chairmanof <strong>the</strong> session has a casting vote.At each meeting, <strong>the</strong> Board may appoint a secretary, whomay be selected from outside of <strong>the</strong> Directors.The Board of Directors determines <strong>the</strong> strategies for <strong>the</strong><strong>com</strong>pany’s business and oversees <strong>the</strong>ir implementation.Subject to <strong>the</strong> powers expressly granted for shareholdermeetings and in accordance with <strong>the</strong> corporate purpose,it reviews all matters concerning <strong>the</strong> <strong>com</strong>pany’s effectiveoperations and rules on <strong>the</strong> affairs concerning it throughits deliberations.It carries out <strong>the</strong> controls and verifications that it deemsnecessary.Among its specific powers, it authorizes <strong>the</strong> agreementsand <strong>com</strong>mitments defined by French law and morespecifically any <strong>com</strong>mitments made to <strong>the</strong> Chairman,Chief Executive Officer or Deputy Chief Executive Officersconcerning <strong>com</strong>pensation, allowances or benefits due orlikely to be due when <strong>the</strong>y end or change functions, or atany time <strong>the</strong>reafter.From among its members, <strong>the</strong> Board elects a Chairman,and determines his <strong>com</strong>pensation.The Chairman of <strong>the</strong> Board of Directors organizes andoversees its work, which he <strong>report</strong>s on at <strong>the</strong> GeneralMeeting. He ensures that <strong>the</strong> <strong>com</strong>pany’s various bodiesoperate effectively and more specifically ensures that <strong>the</strong>Directors are able to perform <strong>the</strong>ir missions.The Board may appoint one or more vice-chairmen,exclusively with a view to chairing Board sessions andGeneral Meetings in <strong>the</strong> event of <strong>the</strong> Chairman’s absence.1.2.2 :: General informationon <strong>the</strong> SHARE CAPITAL1.2.2.1 :: Changes in <strong>the</strong> share capital and rightsassociated with sharesAny changes in <strong>the</strong> share capital or <strong>the</strong> rights associatedwith shares <strong>com</strong>prising <strong>the</strong> share capital are governed by<strong>the</strong> legal provisions in force, with <strong>the</strong> <strong>com</strong>pany bylawshaving no specific provisions <strong>the</strong>reon.Acquisition by <strong>the</strong> <strong>com</strong>pany of its own sharesPursuant to a resolution adopted at <strong>the</strong> CombinedGeneral Meeting held on <strong>April</strong> 23 rd , 2009, <strong>the</strong> <strong>com</strong>panymay trade its own shares on <strong>the</strong> market in accordancewith <strong>the</strong> provisions of Article L.225-209 of <strong>the</strong> FrenchCommercial Code up to a maximum of 5% of <strong>the</strong> sharecapital, adjusted as relevant in order to factor in anycapital increase or reduction operations that may becarried out during <strong>the</strong> course of <strong>the</strong> program, for <strong>the</strong>purpose of:- Coordinating <strong>the</strong> secondary market or liquidity of<strong>the</strong> APRIL group share through an investment serviceprovider based on a liquidity agreement in line with <strong>the</strong>AMAFI <strong>com</strong>pliance charter approved by <strong>the</strong> AMF,- Keeping <strong>the</strong> shares purchased and delivering <strong>the</strong>msubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of <strong>the</strong> sharecapital,- Covering stock-option schemes and o<strong>the</strong>r forms ofallocating shares to <strong>the</strong> Group’s employees and/orcorporate offices, notably in connection with <strong>com</strong>panyprofit-sharing systems, a <strong>com</strong>pany savings scheme or<strong>the</strong> free allocation of shares,GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0110