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CORPORATE GOVERNANCE
2
THE BOARD OF DIRECTORS
2.1.2
CONDITIONS FOR THE PREPARATION
AND ORGANISATION OF THE WORK
OF THE BOARD OF DIRECTORS
2.1.2.1
General information on the duties and work
of the Board of Directors
In compliance with the Company’s Articles of Association and its own
Rules of Procedure, the Board meets as often as required in the interests
of the Company and at least four times a year.
The Board determines the strategic, economic and financial agendas
for Assystem’s business activities and oversees their implementation.
On the initiative of its Chairman, it examines all matters relating to
the proper running of Assystem and makes all decisions regarding the
Company within the limits of the corporate purpose and subject to the
powers expressly granted to Shareholders’ Meetings. In particular, this
covers all Assystem’s strategic decisions.
Furthermore, the Board is free to decide who is in charge of the
Company and how their duties are to be carried out; this person,
accountable to the Board, may be the Chair of the Board or another
natural person appointed by the Board as Chief Executive Officer.
As mentioned at the beginning of this Chapter, the Board has set up two
specialised Committees with consultative powers tasked with studying
and preparing some of its deliberations; these Committees are:
●
an
Audit Committee
responsible for assisting the Board in carrying
out its financial and audit-related duties and responsibilities. To this
end, its tasks include:
●
examining the interim and annual parent company and consolidated
financial statements, management reports and trading and earnings
statements,
●
verifying compliance with the accounting standards applied to the
parent company and consolidated financial statements,
●
ensuring that the internal procedures for compiling and verifying
data are properly applied,
●
inspecting the quality and relevance of the information disclosed
to shareholders,
●
examining how the Company selects its Statutory Auditors,
particularly in respect to which auditors are selected and their
fees, so that the necessary observations may be made,
●
analysing the annual audit plans drawn up by the Statutory Auditors,
●
examining the Board’s annual report on the Group’s risk exposure,
particularly concerning financial and litigation risks, and significant
off-balance sheet commitments;
●
a
Nominations and Remuneration Committee
responsible for
submitting proposals to the Board on the election and re-election of
Board members and the appointment of any future general managers
and members of the Audit Committee. It is kept informed by the
Chairman of the Board of the appointment of other Group executives.
Furthermore, the Committee makes recommendations to the Board on
the amount of directors’ fees to be submitted for approval at the Annual
General Meeting and how these fees should be distributed among
Board members. In addition, the Committee may submit proposals
to the Board on the remuneration of certain executive directors and
may, at the request of the Chairman of the Board, issue an opinion
on methods for calculating remuneration for Company executives.
In order for it to properly perform its duties, prior to meetings the Board
is regularly and fully informed of matters submitted to it covering all
items on the agenda and the running of the Company in particular. In
this respect, the Board’s Rules of Procedure specify that:
●
it is up to the Chairman of the Board to decide on the agenda for
each Board meeting and to transmit the same in due time and by all
appropriate means to Board members;
●
information on the items on the agenda must be sent within a
reasonable time to members before Board and Committee meetings;
●
in exceptional cases the Board is authorised to hold its meetings by
videoconference or any other means of telecommunication.
In compliance with the AFEP-MEDEF Code, the Board conducts an
annual review of its modes of operation, its organization and its
composition. A formal review must also be carried out every three
years at least.
As such, on 9 February 2016, a self-assessment questionnaire on
the Board was submitted to its members. The questionnaire covered
the Board’s organisation and operation, the relationship between
the Board and Management, an appraisal of governance, and an
evaluation of individual contributions to the work of the Board and
its Committees. In general, all directors thought that the Board’s
organisation was appropriate and in line with best practices. They felt
that the presentations made and the conduct of debates bore witness
to the spirit of cooperation and equality on the Board. All directors
thought that relations between Management and the Board were good,
and most directors reckoned they had a good understanding of the
Company’s business and challenges. Directors thought that exchanges
and contacts outside of Board meetings between directors and between
the Board and Management were regular and of good quality.
Directors identified areas for improvement which were debated at the
Board meeting of 9 March 2016 and included:
●
transmitting documents for Board meetings earlier;
●
holding even more frequent exchanges with operations staff to better
monitor strategy and the running of the Company.
27
ASSYSTEM
FINANCIAL REPORT
2015