APC 2010 Annual Report Download - page 115

CORPORATE GOVERNANCE
3
ORGANISATIONAL AND OPERATING PROCEDURES OFTHESUPERVISORYBOARD
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2. Organisational and operating
procedures oftheSupervisoryBoard **
Missions and powers of the Supervisory Board
The Supervisory Board exercises ongoing control over the
Management Board’s management of the Company, in accordance
with French law. To this end, it performs all the checks and controls
that it considers appropriate and obtains copies of any and all
documents that it considers necessary in order to fulfi ll its duties.
Specifi c powers are vested in the Supervisory Board under French
law and the Company’s articles of association. These include the
power to:
•appoint the Management Board, designating the number of
members that compose it as well as its Chairman. Establish the
compensation of the members of the Management Board;
•if necessary, remove Management Board members from offi ce;
•authorise debt and equity fi nancing and other fi nancing
transactions that will have a substantial effect on the Company’s
balance sheet structure;
•authorise material business acquisitions and disposals, meaning
strategic transactions amounting to more than EUR250million,
as well as strategic partnerships;
•authorise the creation of stock option plans or stock grant plans,
with or without performance criteria;
•authorise the signature of regulated related party agreements;
•authorise the issuance of bonds and other guarantees, subject to
compliance with French law.
The Supervisory Board also authorises recommendations made to
shareholders at the Shareholders’ Meeting concerning the dividend,
Board membership and changes to the articles of association.
The Supervisory Board may appoint one or two non-voting members
to assist it and decide to create Committees of the Board. It draws
up internal rules. It decides the allocation of the total attendance
fees awarded to the Supervisory Board by the shareholders at the
Shareholders’ Meeting.
Internal rules and procedures of the Supervisory Board
The Supervisory Board’s internal rules and procedures, adopted
on May3, 2006, include the internal rules and procedures of
the Board committees (the Remunerations and Appointments &
Corporate Governance Committee and the Audit Committee) as
well as the directors’ Charter recommended under AFEP-MEDEF
corporate governance guidelines. It has been amended on several
occasions. In 2010, it was amended to extend the remit of the
Remunerations, Appointments & Corporate Governance Committee
to include Human Resources issues. The committee was named the
Remunerations, Appointments and Human Resources Committee
at this time.
The internal rules and procedures of the Supervisory Board are made
up of 13 articles:
Article1 defi nes the role and powers of the Supervisory Board (see
above). It specifi es the Management Board decisions that require the
prior approval or consultation of the Supervisory Board. In particular,
acquisitions amounting to more than EUR250million require the prior
approval of the Supervisory Board.
Article2 defi nes the principles applied by the Board concerning
the renewal of its membership. These include assuring international
representation by maintaining a signifi cant number of non-French
members, maintaining independence through a majority of
independent members as defi ned in the AFEP-MEDEF corporate
governance guidelines, ensuring continuity through the re-election of
a certain proportion of the members at regular internals and enabling
representation of employee shareholders.
Article3 defi nes the procedures for organising and conducting
Board meetings. (notice of meeting, methods of participation,
minutes, etc.).
Article4 defi nes the role and powers of the Supervisory Board’s
Chairman. The Chairman leads the work of the Board. He is regularly
informed by the Management Board’s Chairman of material events
and developments in the life of the Group.
Article5 concerns the information received by the Supervisory
Board. It stipulates that Supervisory Board members shall receive
any and all information required to enable them to fulfi ll their duties
and that they may request any and all necessary or relevant
documents prior to any meeting of the Board. The article also
describes the content of the Management Board’s quarterly reports
to the Supervisory Board, to be drawn up in accordance with article
L.225-68 of the French Commercial Code.
Article6 defi nes the status of Supervisory Board members. In
compliance with the Director’s charter contained in the AFEP-MEDEF
corporate governance guidelines.
It states that Supervisory Board members must:
•represent all shareholders and act in the corporate interest;
•resign from the Board when they have not participated in more
than half the Board meetings;
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