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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
2. Reviews performed to prepare this report
Afep-Medef recommendation
Departure
Explanation or corrective action taken
The Afep-Medef Code recommends that the
terms of members of the Board of Directors be
staggered to avoid massive renewals and promote
the harmonious renewal of the directors - article 14
of the Code.
The terms of offices of the first members of the
Board of Directors appointed on January 8, 2015
during adoption of the one-tier form of governance
will in principle all expire on the same date, i.e.
after the Annual General Meeting convened to
approve the financial statements for the year
ended December 31, 2018.
In connection with the restructuring in progress,
AREVA plans to have new directors appointed for
the statutory duration of four years, thus staggering
the terms of office.
The Afep-Medef recommends that the Board of
Directors hold a “relatively significant number”
of shares and that the executive officers hold a
“minimum number of shares” (articles 19 and 22
of the Code).
The company’s Articles of Association and the
Rules of Procedure of the Board of Directors
do not require that its members hold a relatively
significant number of shares. In addition, the
Board of Directors has not set the number of
shares that must be held by the executive officers
until the end of their functions.
These recommendations are not suited to AREVA,
considering the structure of its share ownership and
the resulting composition of the Board of Directors.
2.
REVIEWS PERFORMED TO PREPARE THIS REPORT
To prepare this report, the Chairman of the Board of Directors reviewed in particular
the minutes of meetings of the Board of Directors and of its committees for the year
ended and, for the section of the report concerning internal control procedures,
information provided by the functional departments in connection with the annual
review of internal control procedures and comments from the Internal Audit
Department. He also perused the company’s Articles of Association and Rules
of Procedure.
The work and reviews related to the preparation of this report were also submitted
to the statutory auditors.
3.
PREPARATION AND ORGANIZATION OF THE BOARD
OF DIRECTOR’S WORK
3.1.
COMPOSITION OF THE BOARD OF DIRECTORS
3.1.1.
GENERAL RULES RELATING TO THE
COMPOSITION OF THE BOARD OF DIRECTORS
Every year, on the recommendation of the Compensation and Nominating
Committee, the Board of Directors re-examines the Board’s composition and that
of its committees to seek balanced representation of men andwomen and to ensure
the presence of independent members with recognized expertise from a variety of
backgrounds, with a view to enriching the knowledge and experience of the Board
and to bring in an external view. The objective of a diversity of skills and experience
applies to all of its members, most of whom bring expertise from the management
of large publicly traded groups in particular, with solid experience in international
business relations, industrial vision, and recognized skills in accounting, finance,
strategic planning and development.
As of the date of this report, and pursuant to the changes in the Board of Directors
described below, women represent 25%of the Board of Directors, it being noted that
the directors representing company personnel are not included in the calculation
of that percentage.
Law no. 2011-103 of January 27, 2011 on balanced representation of men and
women on boards of directors and supervisory boards and on gender equality in the
workplace, known as the “Copé-Zimmermann Law”, requires that the percentage
of each gender on the board of directors of publicly traded companies be at least
40%. This obligation applies at the end of the first Ordinary General Meeting held
after January 1, 2017.
As concerns AREVA SA, the legal obligation should therefore have been met
following the Combined General Meeting of February 3, 2017 inasmuch as that
meeting included an “ordinary” component.
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2016 AREVA
REFERENCE DOCUMENT