of the Board of Directors requires prior discussion by the Audit Committee, the Compensation Committee, or the Strategic Committee, the Chairman of the Committee concerned communicates his Committee’s comments, if any, and recommendations to the full session of the Board. This communication enables the Board to be fully informed, thus facilitating its resolutions. No decision within the competence of the Board of Directors is made by the Audit Committee, the Compensation Committee, or the Strategic Committee. All decisions required to be made by the Board of Directors, and in particular those concerning the compensation of executive directors and the granting of stock options programs to managers and employees, together with all external growth operations, are considered and approved in full sessions of the Board of Directors. Moreover, all ﬁnancial press releases and notices published by the company are submitted to prior review by the Board and the Statutory Auditors, and are published on the same evening after the close of Euronext.
in 2012 the Board of Directors adopted a set of internal rules and procedures, updated on February 11, 2015 and can be consulted on the company’s website, in French and in English. The company bylaws are regularly updated in response to legal and regulatory developments, in order to present the organizational and operational rules of the company clearly and in detail. At the motion of the Board of Directors, the Extraordinary Shareholders’ Meeting of September 26, 2014 simpliﬁed certain provisions, details of which are now deemed inappropriate in light of new rules of governance promoted by the AFEP-MEDEF Code and the practice of the Board of Directors. Prevention of Conﬂicts of Interest Each director must ensure at all times that their personal situation avoids all conﬂict of interest with the company or Group companies, has a duty spontaneously to inform the Board of any situation or risk of conﬂict of interest, real or potential, and must abstain from taking part in corresponding discussions, votes or deliberations. Further, and without prejudice to the formalities pertaining to authorizations and control prescribed by law and the company bylaws, directors are required to notify the Chairman of the Board without delay of any relatedparty transaction into which the Group may enter and in which they have a direct or indirect interest, regardless of its nature. The Chairman of the Board notiﬁes the Board of any conﬂicts of interest or potential conﬂicts he may have identiﬁed concerning the executive directors and the other directors. In the event of a conﬂict of interest, including a potential conﬂict of interest, the Board of Directors must decide on this question and, if necessary, call upon the director concerned to rectify their position.
1.4. Internal Rules and Procedures of the Board of Directors and Board Committees
The AFEP-MEDEF Code recommends the establishment of internal rules to govern the procedures of the Board of Directors and the Board Committees. The Board of Directors laid down principles several years ago governing all cases requiring prior approval, notably as regards commitments and guarantees given by the company, signiﬁcant transactions outside the stated strategy of the company (the case has never arisen), and all external growth operations, and has laid down the rules whereby it is informed of the company’s ﬁnancial situation and cash position. It has also, historically, put in place a procedure for managing conﬂicts of interest, if any (the director concerned abstains from participating in the vote in cases where a conﬂict of interest occurs). The company did not encounter this situation in the course of the period, apart from the remuneration of executive directors and related party transactions with subsidiaries. In view of the changes that have occurred in its membership, and following the motion by its Chairman,
1.5. Timetable, Meetings and Activity of the Board