explain the reasons for not applying them, as prescribed in article L. 225-37 of the French Commercial Code. Modiﬁcations relative to the previous year are indicated as such. This report was submitted to and discussed by the Audit Committee and approved by the Board of Directors at their meetings of March 3, 2015.
of a subsidiary, activity or item of Group intellectual property; and – all ﬁnancial or stock market transactions having an immediate or future impact on the share capital. The Board of Directors performs such controls and veriﬁcations as it deems appropriate. It is kept informed of all important events affecting the life of the company. Separation of the Ofﬁces of Chairman and Chief Executive Ofﬁcer In 2002, the Board of Directors separated the functions of Chairman of the Board of Directors from those of Chief Executive Ofﬁcer. The Board of Directors considers that this organization of the company’s management and administration achieves a better balance and greater operational efﬁciency in its governing bodies. It is better suited to its worldwide structure and mode of operation, and enables it to place its corporate governance practice on stronger foundations. In particular, and in the especially difﬁcult macroeconomic conditions prevailing since the global economic and ﬁnancial crisis of 2008-2009, this organization allows the Chief Executive Ofﬁcer to focus fully on accelerating the company’s transformation in response to the new challenges it faces, and on fulﬁlling the Group’s objectives and short-term action plan while at the same time pursuing its medium-term strategic plan. The directorships of André Harari and Daniel Harari were renewed by the Shareholders’ Meeting of April 27, 2012 for a four-year period (in keeping with the reduction of directors’ appointments from six to four years, as decided by the same meeting) expiring at the end of the Shareholders’ Meeting called to approve the ﬁnancial statements for the ﬁscal year ended December 31, 2015. On the same day, the Board of Directors renewed the appointment of André Harari as Chairman of the Board and Daniel Harari as Chief Executive Ofﬁcer. It has not appointed an Executive Vice President. The Chairman of the Board is responsible for organizing and directing the work of the Board of Director, reporting to the General Shareholders’ Meeting, and more generally overseeing the proper functionning of the company’s management bodies. He ensures that
1. CONDITIONS GOVERNING THE PREPARATION
AND ORGANIZATION OF BOARD PROCEEDINGS
1.1. Role, Powers and Operation of the Board of Directors