Board of Directors

Mission

The Board of Directors constantly controls the management of the Company by the Executive Management. It appoints and, if necessary, dismisses the Chief Executive Officer ; it appoints the members of the specialized Committees, whose responsibilities it defines. It approves strategic orientations and authorizes the major operations that bind the Group’s future.

Functioning

In the context of compliance with best Corporate Governance practices, the Board has adopted an Internal Charter that contains all the principles for its members’ conduct and the functioning of the Board and its specialized Committees. The Charter, of which the first version was adopted in 2002, is regularly updated in order to incorporate: legal and regulatory developments that apply to the Company; recommendations on Corporate Governance by AMF as well as trade and associations bodies that represent French stock market-listed companies (AFEP, MEDEF, ANSA, etc.); and, finally, the amendments made by the Board following the annual assessments of its own functioning carried out to comply with best practices.

Each Director of the Company is given a copy of the "Directors' VadeMecum", a collection of the main texts and provisions governing their duties and obligations, such as the Company’s by-laws, the Internal Charter of the Board of Directors, the Procedure for the prevention of use or disclosure of insider information within the Group and other useful documents and forms enabling the Directors to comply with their obligations.

To read the Internal Charter of the Board of Directors (only available in French version - July 28, 2011), click here.

The Board of Directors met five times in 2012 with a 92% attendance rate, and five meetings are planned for 2013.

Self-assessment by the Board of Directors

In accordance with its internal charter, each year the Board of Directors assesses its own operating method and its activity, as well as those of the specialist committees. These are generally judged to be very satisfactory by its members, although improvements are often suggested. These led to the following changes in 2012:

• the appointment of a third female Director, Marion Guillou, increasing the proportion of women on the Board to more than 17%;
• the organization of tours of industrial sites, allowing interested Directors to increase their knowledge of the Group and its businesses and people; in 2012;
• progress made by the Group in presenting Safety data, which is now examined by the Board at each meeting.
• gradually make the Board’s composition more diverse with a higher percentage of members of foreign culture or nationality;
• reduce the number of Directors to improve further the quality of the Board’s debates;
• continue to propose industrial site tours.

COMPOSITION AS OF APRIL 25, 2013

Non-independent directors: 8
Gilles Michel, Chairman and Chief Executive Officer
Aimery Langlois-Meurinne, Vice-Chairman
Gérard Buffière
Ian Gallienne
Xavier Le Clef
Jocelyn Lefebvre
Olivier Pirotte
Amaury de Seze

Independent directors: 7
Aldo Cardoso
Marion Guillou
Fatine Layt
Arielle Malard de Rothschild
Robert Peugeot
Jacques Veyrat
Marie-Françoise Walbaum