APC 2013 Annual Report Download - page 306

8SHAREHOLDERS’ MEETING
CHARTER OF THE VICE-CHAIRMAN – LEAD INDEPENDENT DIRECTOR
Appendix to the report of the 2.
board : charter of the
Vice-chairman
–leadindependentdirector
The board of directors may appoint a Vice-chairman. He1. meeting. In addition, the Vice-chairman may convene an
shall be appointed for a period that may not be any longer executive session between two board meetings. Any
than his term of office as a Director. He is eligible for director may request the Vice-chairman to convene an
re-election. He may be removed from office by the board of executive session;
directors at any time. the Vice-chairman shall promptly report to the Chairman
–
and CEO on the conclusions to executive sessions;
The Vice-chairman shall preside over board meetings in the
2.
the Vice-chairman shall draw the attention of the Chairman
–
absence of the Chairman.
of the board of directors to any possible conflicts of interest
The Vice-chairman shall be called upon to replace the that he may have identified;
Chairman of the board of directors in the event of any the Vice-chairman is Chairman of the governance
–
temporary inability of the latter to fulfill his functions or his committee;
death. In the event of the Chairman’s inability to fulfill his
the Vice-chairman may attend any meetings of Committees
–
functions, he will be replaced by the Vice-chairman as long
of which he is not a member;
as his inability may last and, in the case of his death, until the
election of a new Chairman. in order to complement his knowledge, the Vice-chairman
–
may meet the Group’s leading managers and make site
In exception to 1 above, and in compliance with article12.2
3. visits;
of the articlesof association, the appointment of a
the Vice-chairman carries out annual and biennial
–
Vice-chairman is compulsory if the functions of Chairman
assessments of the board of directors and, in this context,
and CEO are exercised by the same person. In this case, the
assess the real contribution made by every member of the
Vice-chairman also exercises the function of lead
board to its deliberations;
independent director. In this respect:
the Vice-chairman shall report on his action at Shareholders’
–
the Vice-chairman is kept informed of major events in Group
–
Annual General Meetings;
life in the context of regular contacts and monthly meetings
the Vice-chairman shall meet any shareholders who so wish
–
with the Chairman and CEO;
and inform the board of their preoccupations on questions
the Vice-chairman is consulted by the Chairman and CEO
–
of governance.
on the agenda and the sequence of events for every board
The Vice-chairman-Lead Independant Director must be an
4.
meeting as well as on the schedule for board meetings;
independent member of the board in respect of criteria
the Vice-chairman may convene executive sessions with
–
published by the company.
non-executive members of the board of directors, over
which he will preside. An executive session shall be included
As a transitional measure, article12.2 of the articlesof association
on the agenda for every board meeting. It is the
provides for the first Vice-chairman & Lead Director to be the
Vice-chairman’s responsibility to decide whether it should
former Chairman of the supervisory board for his remaining term of
be held or not. It is therefore held as decided by the
office.
Vice-chairman, either directly before or after each board
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