Corporate governance/Chairman’s report 5.2. Board of Directors 152 // Registration Document 2014 ■■ The independence criteria are fully met by six directors: Sylvia Jay, Catherine Lucet, Rose-Marie Van Lerberghe, Henri Giscard d’Estaing, Gérald de Roquemaurel and Frédéric Saint-Geours. Catherine Lucet is the Managing Director of the Editis/Nathan Group which has business transactions with the Casino Group in France; however, these transactions are immaterial (the volume of Casino’s purchases and Editis/Nathan’s sales is lower than the 5% materiality threshold for each party). As a result, the number of independent directors represent 43% of the members of the Board of Directors in service, which exceeds the one-third threshold recommended by the AFEP- MEDEF Code for controlled companies. ■■ Three other qualified external persons who are not deemed independent because they have business relations with the Group (Marc Ladreit de Lacharrière and David de Rothschild) or have been in office for more than 12 years (Gilles Pinoncély) also sit on the Board of Directors. ■■ Five directors represent the controlling shareholder: Jean- Charles Naouri, Chairman and Chief Executive Officer, Didier Carlier, Didier Lévêque, Gérard Koenigheit and Michel Savart, and therefore do not hold the majority of votes on the Board of Directors. Representation of women The Board currently includes three women directors (21%). This representation complies with the law on the equal representation of men and women on Boards of Directors and with the AFEP- MEDEF Code, which require a representation of 20% at minimum. In this respect and in line with the Board of Directors’ wish to strengthen the representation of women and independent members, the Appointments and Remuneration Committee has implemented a selection procedure, currently in progress, for another independent women director. Meanwhile, this Annual General Meeting is asked to appoint, as a director, a representative of the majority shareholder (Cobivia), in order to allow the new woman director to join the Board of Directors upon completion of the procedure. ■■ The Board of Directors also decided, on the recommendation of the Appointments and Remuneration Committee, to submit for approval the reappointment of Sylvia Jay, Catherine Lucet, Rose-Marie Van Lerberghe and Finatis to the Annual General Meeting. As a result, at the end of the Annual General Meeting of 12 May 2015, the Board will comprise 15 members. In accordance with the recommendations of the AFEP-MEDEF Code, each director whose office is up for renewal at the Annual General Meeting of 12 May 2015 is not considered as holding several offices. ■■ The Board of Directors is not concerned by Articles L. 225-23, L. 225-27 and the new article L. 225-27-1 of the French Commercial Code and therefore does not include members who are employee representatives or are employed by the Company. ■■ According to the Board’s internal rules and regulations, each director must own a number of registered shares equal to at least one year of attendance fees. Non-voting director Non-voting directors, appointed for a three-year term, attend Board meetings in an advisory capacity only. There cannot be more than five non-voting directors. The age limit for non-voting directors is set at eighty years. Pierre Giacometti has been a non-voting director since 3 March 2010. 5.2.1.2. Organisation and operation of the Board of Directors Preparation and organisation of the Board of Directors’ work The conditions for preparing and organising the Board of Directors’ work are defined by the law, the Company’s articles of association, the provisions of the Board’s internal rules and regulations, and the charters of the Board’s special committees. Organisation and operating procedures of the Board of Directors Chairmanship of the Board of Directors The positions of Chairman of the Board of Directors and Chief Executive Officer were combined by the Board of Directors on 21 March 2005. They have since been held by Jean-Charles Naouri, also a controlling shareholder of the Group. In a highly-competitive, fast-changing environment, this combination seeks to strengthen the link between strategy and operations and accordingly promote and enhance the efficiency of decision-making processes. Duties of the Chairman of the Board of Directors The Chairman organises and directs the Board of Directors’ work and reports to the Annual General Meeting of Shareholders. In this respect, the Chairman convenes Board meetings, prepares the agenda and writes the minutes. The Chairman ensures the proper operation of the Company’s management bodies and verifies, in particular, that the directors are able to carry out their duties. Board of Directors’ internal rules and regulations The organisation and operation of the Board of Directors are described in the Board of Directors’ internal rules and regulations adopted in December 2003 and last amended by the Board of Directors on 17 February 2014. These consolidate and clarify the rules applicable to the Board by law, regulations and the Company’s articles of association. They also include the corporate governance principles which the Board applies. The internal rules and regulations describe the operation, powers, role and duties of the Board of Directors and its special committees, namely the Audit Committee and the Appointments and Remuneration Committee. They also clarify the role of the lead director. They specify the limits to the powers of the Chairman and Chief Executive Officer.
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