Based on the recommendations of the Chairman and Chief Executive Officer and the Nominations and Remuneration Committee, the Board of Directors chose to proceed with the appointment of a Lead Director whenever the functions of Chairman of the Board of Directors and Chief Executive Officer are combined as one, in order to provide additional guarantees on the existence of a well-balanced and controlled system of corporate governance.
Mr Yann Delabrière, an independent director, became Lead Director following the Shareholders' Meeting of 4 July 2017. Mr Yann Delabrière also became the Chairman of the Nominations and Remuneration Committee, such committee being responsible for matters related to governance.
The Internal Rules of the Board of Directors, as modified on 5 July 2016, set the terms and conditions applicable to the exercise of the Lead Director's functions, whose main assignment will be to ensure the proper functioning of the Company's governance bodies.
Extract from the Internal Rules of the Board of Directors on the Lead Director (Article 6)
Whenever the functions of Chief Executive Officer and Chairman of the Board of Directors are combined and entrusted to the same individual, the Board of Directors shall appoint a Lead Director from among the independent Directors. This Lead Director is appointed for a two-year term, which cannot exceed his or her term of office as Director. He or she is eligible for reappointment. The Board of Directors can terminate the Lead Director’s functions at any time.
The main duty of the Lead Director is to ensure the proper functioning of the corporate governance bodies of the Company.
In this context, he or she exercises his or her duties and has the following privileges:
6.1. Functioning of the Board of Directors and of the Board of Directors’ Committees
- The Chairman of the Board of Directors consults with the Lead Director regarding the matters on the agenda of Board of Directors’ meetings and can recommend including additional matters to the agenda.
- The Lead Director can approach the Chairman of the Board of Directors and request that a meeting of the Board of Directors be convened to discuss a predetermined agenda.
- The Lead Director ensures that the Internal Rules are applied when the meetings of the Board of Directors are prepared and held, and also ensures that the Directors comply with such Internal Rules.
- The Lead Director makes sure that the Directors are able to exercise their duties under the best possible conditions and, in particular, that they can rely on a high level of information prior to the meetings of the Board of Directors.
- The Lead Director can, at his or her own initiative, call for and preside over meetings of Directors who do not exercise executive or salaried functions within the Group (Non-Executive Directors).
- The Lead Director can be the Chairman of the Nominations and Remuneration Committee. As such, he or she is responsible, in particular, for managing the succession plan for Executive Directors, selecting new Directors, and for securing the balance with respect to the composition of the Board of Directors and the Committees.
- The Lead Director can attend any of the meetings of any Committee of which he or she is not a member and has access to the work completed by such Committees and to the information made available to them.
6.2. Relations with Directors
- The Lead Director maintains a regular dialogue with Directors and is, if need be, their spokesperson to the Chairman of the Board of Directors.
6.3. Conflicts of interest
- The Lead Director plays a preventive role to raise the awareness of all Directors with respect to conflicts of interest.
- Together with the Chairman of the Board of Directors, he or she reviews situations that could potentially trigger conflicts of interest.
6.4. Relations with shareholders
- The Lead Director is kept abreast of any comments and suggestions submitted by shareholders in relation to governance and the remuneration of corporate officers. He or she ensures that their questions are answered, makes him or herself available to communicate with such shareholders at the request of the Chairman of the Board of Directors, and keeps the Board of Directors abreast of these communications.
The Lead Director reports annually to the Board of Directors and to the Shareholders’ meeting regarding his or her work.
The Secretariat of the Board of Directors makes itself available to the Lead Director to assist in the completion of his or her assignments.