1.2. Membership of the Board of Directors
The Board of Directors has four members: André Harari, Chairman of the Board of Directors, Daniel Harari, CEO, Anne Binder and Bernard Jourdan. All members of the Board are French nationals. The Board of Directors had co-opted Anne Binder and Bernard Jourdan respectively on October 27 and December 21, 2011 as new independent directors. This cooptation was ratiﬁed by the Shareholders’ Meeting of April 27, 2012, which also re-elected them to the Board for a period of four years. They had not previously been directors of the company. In its amended version released in June 2013 the AFEP-MEDEF Code refers to the provisions of the French Commercial Code, which stipulates that if the shareholdings held by the employees of the company exceed 3% of the company’s capital, or if the company employs at least 5,000 full-time employees in France, or at least 10,000 worldwide, including its direct and indirect subsidiaries, the Board of Directors must include directors representing the employees. This provision does not affect the company, since it does not satisfy any of these conditions. Directors’ Biographies and Other Appointments Details of directors’ biographies and other appointments are provided in the company’s annual report. André Harari holds no outside directorships. Apart from his directorship of the company and certain of its subsidiaries, Daniel Harari holds no directorships outside the company. Directors’ Shareholdings Article 12 of the company’s bylaws stipulates that each director must hold at least one share of the company throughout his or her term as a director. At March 3, 2015, André Harari held 5,606,851 of the company’s shares, and Daniel Harari 5,507,560 shares (i.e., 18.4% and 18.1% of the share capital respectively). Also, at that date, Anne Binder held 200 of the company’s shares, and Bernard Jourdan 78 shares. The AFEP-MEDEF Code states that each director should be a shareholder in a personal capacity, which is the case for the company.