APC 2014 Annual Report Download - page 309

SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
which he will preside. An executive session shall be included approve the report drawn up by the Chairman of the board
–
on the agenda of every Board meeting. It is the of directors as provided for in articleL.225-37 of the
Vice-Chairman’s responsibility to decide whether it should Commercial Code,
be held or not. It is therefore held as decided by the decide on the use of the delegations of authority granted at
–
Vice-Chairman, either directly before or after each Board general shareholders meetings, more particularly for
meeting. In addition, the Vice-Chairman may convene an increasing company capital, redeeming the company’s own
executive session between two Board meetings. Any shares, carrying out employee shareholding operations and
director may ask the Vice-Chairman to convene an cancelling shares,
executive session, authorize the issue of bonds,
–
The Vice-Chairman shall promptly report to the Chairman
–decide on the handing out of options or
–
serving as CEO on the conclusions of executive sessions, restricted/performance shares within the limits of
The Vice-Chairman shall draw the attention of the Chairman
–authorizations given at annual general shareholders
and of the board of directors to any possible conflicts of meetings,
interest that he may have identified, authorize statutory conventions (conventions covered by
–
The Vice-Chairman is Chairman of the Governance
–articleL.225-38 and following of the Commercial Code),
committee, authorize the issue of sureties, endorsements and
–
The Vice-Chairman may attend any meetings of committees
–guarantees,
of which he is not a member, decide on the constitution of study committees and name
–
In order to complement his knowledge, the Vice-Chairman
–their members,
may meet the Group’s leading managers and visit company decide on the dates for the payment of dividends and any
–
sites, possible down-payments on dividends,
The Vice-Chairman carries out annual and biennal
–distribute directors’ fees allocated at the annual general
–
assessments of the board of directors and, in this context, shareholders meeting amongst members of the board of
assesses the actual contribution of every member of the directors.
board to the board’s works,
In compliance with the provisions set forth in the Commercial
The Vice-Chairman shall report on his actions at annual
–
Code, the board of directors delegates all powers to the Chairman
general shareholders meetings,
serving as CEO (or the CEO if appropriate):
The Vice-Chairman shall meet any shareholder who wishes
–For issuing, with the possibility of sub-delegating, sureties
–
so and inform the board of their concerns on governance endorsements or guarantees within a maximum annual sum
matters. of EUR500million, limited per surety, endorsement or
The Vice-Chairman-lead director must be an independent
4. guarantee to:
member of the board, as defined in the criteria published by EUR150million for commitment guarantees made by Group
(i)
the company. subsidiaries for Group financial optimization operations,
as a transitional measure, article12.2 of the articles of
–250million Euros for commitment guarantees made by(ii)
association provides for the first Vice-Chairman-lead Group subsidiaries, for taking over the company’s
director to be the former Chairman of the supervisory board commitments whenever acquisition operations are made on
for the remaining duration of his term of office. companies or business activities,
ARTICLE 2– Roles and powers of the board of EUR100million for other guarantees.(iii)
The above limits are not applicable to any sureties, endorsements
directors
and guarantees that may be issued with regard to tax or customs
authorities.
The board of directors shall determine Company business1.
policies and ensure that they are implemented. Subject to for formally noting any increases in capital following
–
the powers expressly conferred to annual general conversions of convertible bonds, exercising warrants and
shareholders meetings and within the limit of the corporate stock options, as well as subscribing to capital securities or
purpose, it shall deal with any issue affecting the Company’s shares giving access to company capital in the context of
efficient operation and take business decisions within its increases in capital reserved for employees and carrying out
remit. all prior and subsequent formalities related to any such
changes in capital and to any modifications to the articles of
In accordance with legal or statutory provisions, it is the
2. association.
board of directors’ responsibility to:
To enable the board to exercise its duties as defined in 1 and
3.
Determine the method of exercising general management of
–beyond its specific powers summarized in 2, the board of
the company; directors:
Appoint executive corporate officers and also remove them
–
shall be informed by its Chairman or by its committees of
–
from office (Chief Executive Officer, deputy Chief Executive any significant event concerning the company’s efficient
Officers) as well as to set their remuneration and the benefits operation as well as the successful conclusions of any
granted to them; significant projects,
Co-opt directors whenever necessary;
–
shall give prior authorization for:
–
Convene general shareholders meetings;
–
All disposals or acquisitions of holdings or assets by the–
Approve corporate and consolidated accounts;
–
company or by a company in the Group for a sum of
Draw up management reports and reports for General
–more than EUR250million,
Shareholders Meetings; Concluding any strategic partnership agreement;– 8
draw up management planning documents and the
–
corresponding reports,
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