313 / 386
REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
1. Legislative and regulatory framework
1.
LEGISLATIVE AND REGULATORY FRAMEWORK
1.1.
LEGAL PROVISIONS
This report is prepared pursuant to article L. 225-37 of the French Commercial Code
under which
“In publicly traded companies, the Chairman of the Board of Directors
shall submit a report on […] the composition of the Board and on application of
the principle of balanced representation of its men and women members, the
preparation and organization of the activities of the Board, and internal control and
risk management procedures established by the company, describing in particular
those procedures relating to the preparation and treatment of accounting and
financial information used to prepare the corporate financial statements and, if
applicable, the consolidated financial statements.”
Article L. 225-37 also stipulates:
p
“This report also indicates the possible limitations that the Board of Directors
applies to the powers of the Chief Executive Officer.”
The limitations on the powers of the Chief Executive Officer appear in
paragraph 3.6 below.
p
“It also reports on the financial risks related to the effects of climate change and
the measures that the company takes to reduce them by implementing a low-
carbon strategy in all components of its operations.”
The financial risks related to the effects of climate change and themeasurements
that the company takes to reduce them appear in paragraph 4.8.3 of Section 4.
Risk factors
of this Reference Document.
p
“When a company defers voluntarily to a code of corporate governance drawn
up by recognized business organizations, the [above-mentioned] report also
indicates which provisions were set aside and for what reason. The report also
specifies the place where this code may be consulted. If a company does not
defer to such a code of corporate governance, this report indicates the rules
adopted to supplement the legal requirements and explains why the company
decided not to apply any of the provisions of this code of corporate governance”.
AREVA defers to the Afep-Medef Code of Corporate Governance under the
conditions mentioned in paragraph 1.2. below.
p
“The [above-mentioned] report also specifies particular methods related to the
attendance of the shareholders at the Annual General Meeting or refers to the
provisions of Articles of Association setting forth those methods.”
AREVA’s Articles of Association do not contain any particular provision
concerning shareholder rights, which are exercised in accordance with common
law at AREVA, as noted in Section 21 of the Reference Document.
p
“Moreover, this report presents the principles and rules decided upon by the
Board of Directors to determine compensation and benefits of any kind granted
to corporate officers.”
This information appears in Section 15 of the Reference Document.
p
This report
“mentions the publication of information stipulated in article
L. 225-100-3 of the French Commercial Code”
.
This information, which relates to items which may have an impact in the event
of a takeover bid, appears in Section 21.2.5. of the Reference Document.
p
“The [above-mentioned] report is approved by the Board of Directors and made
public.”
This report was submitted to the Compensation and Nominating Committee
for comment on February 15, 2017, and to the Audit and Ethics Committee
on February 23, 2017. The Board of Directors approved the report during its
meeting of February 28, 2017.
1.2.
THE STANDARD FOR AREVA: THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE
(1)
(1) The Code is available on the Medef website
(www.medef.fr).
IMPLEMENTATION OF THE “APPLY OR EXPLAIN” RULE
AREVA defers to the “Code of Corporate Governance for Publicly Traded
Companies” developed jointly by the Afep and the Medef in December 2008 and
recently revised in November 2016 (“Afep-Medef Code”).
In accordance with the “apply or explain” principle contained in article L. 225-37
of the French Commercial Code, AREVA provides hereunder the reasons that led
it to depart from two recommendations of the Afep-Medef Code.
2016 AREVA
REFERENCE DOCUMENT
313