GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

Role of the Board of Directors 5.1.3.1 In accordance with Article 3 of its internal regulations, the Board of Directors: sets the strategies for the company’s business and ■ oversees their implementation, in particular through management control; addresses any issues relating to the effective ■ performance of the company and, through its deliberations, resolves any issues affecting said performance and carries out any controls and checks that it deems appropriate; is kept regularly informed about changes in the Group’s ■ activities and property holdings, as well as its financial situation and cash flow. It is also informed about any significant commitments made by the Group; in the context of authorizations given by the ■ Shareholders’ General Meeting, it decides on any transactions leading to a change in the company’s share capital or the issue of new shares and, more generally, deliberates on issues falling under its legal or regulatory authority. In addition, any significant transaction that does not fall within the company’s stated strategy, including major investments for organic growth or company restructuring, is subject to the prior approval of the Board of Directors; reviews and approves prior to their implementation, as an ■ internal measure, the deeds, transactions and commitments that fall under the restrictions to the powers of the Chief Executive Officer, defined and set out in Article 4.1.2 of its internal regulations (see section 5.1.2 above); reviews the company’s financial communication policy as ■ well as the quality of information supplied to shareholders and to financial markets in the form of financial statements or on the occasion of major transactions; presents to the Annual Ordinary General Meeting the ■ compensation of executive corporate officers in accordance with the recommendations of the AFEP-MEDEF Code and the provisions of Law 2016-1691 on transparency and the fight against corruption (known as the “Sapin II Law”); deliberates annually on the company’s policy with ■ respect to professional and wage equality, in accordance with the provisions of Law 2011-103 of January 27, 2011.

As part of the exercise of their duties, the Directors are entitled to meet with the company’s key senior management, in the presence or absence of the CEO and of the Chairman of the Board of Directors, after submitting a prior request to the Chairman of the Board of Directors and informing the CEO thereof. Directors can organize work meetings on specific subjects in order to prepare, if necessary, Board of Directors’ Meetings, including without the presence of the CEO or the Chairman. In this case, the Chairman or the CEO shall be informed thereof in advance. Board of Directors’ Meetings The Board of Directors meets whenever necessary but at least four times a year, these Meetings being normally convened by its Chairman. Directors representing at least one-third of the total number of Board members may also convene the Board at any time, indicating the agenda for the Meeting. The Chief Executive Officer may also ask the Chairman to convene a Board Meeting on a specific agenda. Decisions are taken by a majority vote of the members present or represented. In the event of a tie, the Chairman of the Meeting does not have a casting vote. Article 14 of the bylaws and Article 6 of the Board’s internal regulations allow Directors to meet and take part in the Board’s deliberations using video-conferencing or telecommunications facilities, or any other means provided for under French law. They are deemed present using such facilities for calculating the quorum and majority votes, except for the adoption of decisions described in Articles L. 232-1 and L. 233-16 of the French Commercial Code, namely approval of annual financial statements and the management report and approval of the consolidated financial statements and the Group management report. However, at least one-quarter of the Directors must be physically present in the same location. The above-mentioned restrictions do not, however, prevent any Directors excluded from quorum and majority calculations from taking part in Meetings and giving their opinion on an advisory basis. Organization and frequency of the 5.1.3.2

NUMBER OF MEETINGS AND AVERAGE ATTENDANCE RATE FOR THE 2017 FINANCIAL YEAR

Type of Meetings

Number of Meetings

Average attendance rate

Board of Directors

9 6 7

100% 100%

Strategic and Investment Committee

Audit and Risk Committee

98%

Governance, Appointment and Compensation Committee

12

100%

150 GECINA - REFERENCE DOCUMENT 2017

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