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REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
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Self-assessment
In accordance with its rules of procedure, every two years, the
Board of Directors conducts a self-assessment (recently in 2012
and 2014), which covers the composition, organization and oper-
ation of the Board itself and of each of its Committees. Following
each of these self-assessments, the Board amended its operating
methods and rules of procedure. In addition, once a year the Board
devotes one item on the agenda of one of its meetings to discussion
of its operation.
Self-assessment in 2014
The last self-assessment of the Board and its various Committees
took place together with the Lead Independent Director during
second-half 2014 in the form of individual interviews conducted by
the Secretary of the Board of Directors with each non-executive
member of the Board, based on a detailed questionnaire. The results
of this self-assessment were examined first by the Nomination
and Compensation Committee, then by the Board at its meeting on
December 11, 2014.
The conclusions of this self-assessment reveal a very positive
assessment overall of the operations of the Board, in particular
with regard to the proper preparation of the items examined by
the Board. This self-assessment highlighted the Directors' strong
contribution to the work of the Board and the Committees, illustrated
in particular by their freedom of speech and critical understanding.
The recommendations made following this assessment include:
(i) sending preparatory documents for Board meetings earlier, (ii)
systematic presentations of major risks and issues, (iii) more regular
review of the organization and operation of the support functions
(Finance, Human Resources, Legal, etc.), (iv) greater interaction
between the Board and the Committees, and (v) participation of
more Directors in the work of the Committees.
The Board took note of these recommendations and arranged for:
(i) a secretary assigned to each Board of Directors' Committee, (ii)
the restructuring of the Committees to allowDirectors to participate
more fully in these Committees (with the exception of two Directors,
each participates in a committee), and (iii) the electronic conversion
of information sent for Board meetings, which allows documents
to be sent to Directors more quickly and efficiently.
The recommendation of the AFEP-MEDEF Code concerning mea-
suring the actual contribution of each Director to the Board's work
as part of the Board's assessment is not applied, mainly because
of the practical difficulties related to implementing such a recom-
mendation and its potential impact on team spirit and collegiality.
Nevertheless, each Director periodically completes a very detailed
questionnaire regarding the operation of the Board, which allows
each member to express his/her opinion on potential problems. In
this way, the Directors who so wish can freely express their view of
the actual individual contributions during their interview with the
Board Secretary. The Board of Directors' review of the completed
questionnaires therefore allows it to fully assess the contribution
and involvement of all Directors to the work of the Board and its
Committees. Lastly, the Board's rules of procedure expressly state
that this assessment shouldmake it possible to “ensure the availability
and commitment of Directors”. The contribution of each Director
is assessed by the Nomination and Compensation Committee and
by the Board, in particular at the time of renewal of the terms of
office of Directors and Committee members. Given the satisfactory
results of these assessments, to date the Board of Directors has
not expressed the desire to conduct a formal assessment of each
Director's contribution.
Review of the Board's operation
A review of the operation of the Board is organized annually as
stipulated in the Board's rules of procedure.
In 2015, the Board reviewed its operations during the year and, in
particular, all the issues addressed. The Board also reviewed the
operations of its Committees over the year.
Lead Independent Director
Presentation of the Lead Independent Director
In 2013, discussions with the Company's shareholders brought to
the attention of the Board of Directors that certain shareholders
perceived corporate governance risks in combining the offices of
Chairman of the Board of Directors and Chief Executive Officer.
It appeared opportune to theBoard tomake obligatory the appointment
of a Lead Independent Director when the functions of Chairman of
the Board of Directors and Chief Executive Officer are combined in
order to provide additional assurance as to the smooth operation of
the Board and the balance of powers within General Management
and the Board. Consequently, at the Board meeting on February 18,
2013, the Board's rules of procedure were amended to create the
position of a Lead Independent Director.
As part of the governance changes that took effect on October 1,
2014 and the separation of the offices of Chairman of the Board of
Directors and Chief Executive Officer, and to ensure the creation
of a new governance structure, the Board decided to maintain, for
the current period, the functions of the Lead Independent Director
and amended its rules of procedure accordingly.
The Lead Independent Director is appointed by the Board of Directors
from among the independent Directors, based on a proposal from
the Nomination and Compensation Committee. He/she remains in
office throughout the duration of his/her term of office. Each time
the Lead Independent Director's term of office expires, the Board
will complete a review of the operation of this corporate body and
as well as a re-examination of its powers in order to adapt them
if necessary.
Duties and powers
Duties
The Lead Independent Director's primary function is to ensure the
smooth operation of the Board of Directors and its Committees. In
that context, he/she is in charge of the following matters:
Board of Directors' assessment
The Lead Independent Director participates in the Board of Directors
assessment process.
Management of conflicts of interest
The Lead Independent Director prevents conflicts of interest from
occurring, notably by taking preventive measures to raise aware-
ness. He/she brings any conflicts of interest involving the corporate
officers and other Board members that he/she has identified to the
attention of the Board of Directors.
As part of his/her duty to report conflicts of interest, any Director
who has a real or potential conflict of interest notifies the Lead
Independent Director.