internal guidelines
In 2003, the Board of Directors adopted Internal Guidelines which define the guiding principles and procedures for its operations and those of its committees.
The Internal Guidelines have been updated on several occasions by the Board to incorporate changes in the Company’s governance. They may be viewed by clicking here.
The Internal Guidelines specify, among other details, the respective responsibilities of the Board of Directors, the Chairman and the Chief Executive Officer, stipulating limits to the latter’s powers; moreover, they define the respective areas of responsibility and duties of the Board’s three committees.
Articles 3, 11 and 12 of the Internal Guidelines provide details on the rules governing the information provided to Directors and the meetings of the Board.
Board activities
The Board of Directors met ten times during the 2011 financial year. On average, 13 to 14 directors attended each Board Meeting during the year (an attendance rate in excess of 80%). The average Board Meeting lasts three hours. Each meeting is generally preceded by a meeting of one or more of the Board’s Committees with a view to preparing deliberations.
Besides the regular events in the course of the Company’s operations (review of operational performance, quarterly results, half-year and full-year accounts, budget, etc.), the Board studied strategic development opportunities. The Board also examined and deliberated on the Annual Report on equal pay and professional equality between women and men.
In accordance with the provisions of the Internal Guidelines, a meeting of the Board of Directors was dedicated to examining the existence and monitoring the effectiveness of internal control and financial and non-financial risk management systems. This meeting was prepared by a joint meeting of the Audit Committee and the Governance and Corporate Social Responsibility Committee.
