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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
3. Preparation and organization of the Board of Director’s work
The company and the State give great importance to matters of balanced
representation and have done their best over the course of 2016 to meet that
obligation. Unfortunately, they were unable to reach the required proportion within
the period of time prescribed by the law, due in particular to the legal and financial
restructuring in progress and the future changes in governance which this implies.
As a result of the non-compliance with the balanced representation requirements
within the allotted period of time, pursuant to article L. 225-45 of the Commercial
Code, the payment of attendance fees has been suspended since the General
Meeting of February 3, 2017.
In its meeting of February 28, 2017, the Board of Directors decided to submit
the appointment of two women proposed by the French State pursuant to order
no. 2014-948 of August 20, 2014 to the Annual General Meeting of Shareholders of
May 18, 2017: Mrs. Marie-Solange Tissier and Mrs. Florence Touïtou-Durand, who
will bring added competence to the Board of Directors. The proposed resolutions
appear in Appendix 5 of the Reference Document. If the Shareholders vote in
favor of these appointments, 40% of the members of the Board of Directors will be
women at the end of the meeting.
In accordance with article 15 of the Articles of Association, the company is governed
by a Board of Directors comprised of no fewer than three and nomore than eighteen
members, including, if applicable, one representative of the French State appointed
by ministerial order and directors appointed by the Annual General Meeting of
Shareholders on the proposal of the French State pursuant to order no. 2014-948
of August 20, 2014 and decree no. 2014-949 of August 20, 2014.
The Board of Directors also comprises three directors elected by company
personnel who are not counted in determining theminimumandmaximumnumber
of directors. The three members of the Board of Directors representing company
personnel are elected by an electoral college consisting of engineers andmanagers
(one member) and by an electoral college consisting of the other employees (two
members).
As of the date of this report and pursuant to the resignation of Mr. Denis Morin on
October 26, 2016 and that of Mrs. Sophie Boissard on November 1, 2016, the
latter being replaced by Mrs. Marie-Hélène Sartorius as from that date, the Board
of Directors is composed of eleven members:
p
seven members appointed
(1)
by the Shareholders (including one member
appointed on a proposal from the French State);
p
one member representing the French State, appointed by ministerial order; and
p
three members elected by salaried personnel*.
The Board of Directors’ members serve a term of four years, bearing in mind that
the terms of the first members of the Board of Directors will end after the Annual
General Meeting convened to approve the financial statements for the year ending
December 31, 2018.
The duties of a member of the Board of Directors elected by company personnel
end (i) upon the expiration of his or her four-year term, which must occur no later
than the announcement of the results of the election that the company is required
to organize, or (ii) upon the termination of his or her employment contract, or (iii)
upon the date of his or her dismissal under the conditions provided in the Articles of
Association and in the legislative and regulatory provisions in effect as of the date of
the dismissal. It is hereby stated that the terms of the first members of the Board of
Directors elected by company personnel will end no later than the announcement
of the results of the election preceding the Annual General Meeting convened to
approve the financial statements for the year ending December 31, 2018.
Pursuant to decree no. 83-1116 of December 21, 1983, as amended, and decree
no. 55–733 of May 26, 1955, the following persons also attend meetings of the
Board of Directors in an advisory capacity: the Director General for Energy and
Climate at the Ministry of Energy, who serves as Government Commissioner, and
the representative of the Head of the Atomic Energy Control Mission of the General
Economic and Financial Control Department, who serves as a member of the
Company’s General Economic and Financial Control Board. They may also attend
sessions of the committees attached to the Board of Directors.
Pursuant to article 18 of the Articles of Association, the Board of Directors is assisted
in the exercise of its duties by two censors, who attend its meetings without voting
rights.
The statutory auditors have a standing invitation to the Audit and Ethics Committee
meetings and are invited to the meetings of the Board of Directors when the annual
and half-year financial reports are examined and to any other meeting when their
presence is opportune.
3.1.2.
INDEPENDENCE OF THE MEMBERS
OF THE BOARD OF DIRECTORS
As of the date of this report, the Board of Directors is composed of three independent
members. The proportion of at least one third independent members recommended
by the Afep-Medef Code is thus met, it being noted that the directors representing
the employees are not counted in establishing this proportion.
Pursuant to these criteria, andbasedon a recommendation of theCompensation and
Nominating Committee, the Board of Directors, at its meeting of February 24, 2016,
considered the following members of the Board of Directors to be independent:
p
Mrs. Sophie Boissard;
p
Mr. Claude Imauven;
p
Mrs. Pascale Sourisse.
Pursuant to these criteria, during its meeting of October 27, 2016 and on the
recommendation of the Compensation and Nominating Committee, the Board of
Directors consideredMrs. Marie-Hélène Sartorius as independent; she was coopted
during that meeting, effective November 1, 2016, to replace Mrs. Sophie Boissard.
Lastly, the Board of Directors, in its meeting of February 28, 2017 and on the
recommendation of the Compensation and Nominating Committee, confirmed the
qualification of Mrs. Marie-Hélène Sartorius, Mrs. Pascale Sourisse and Mr. Claude
Imauven as independents.
The Board of Directors examined the business ties that might exist between AREVA
and the companies in which these directors hold terms of office, and noted that
none of the independent members of the Board of Directors has significant business
relations with the company. The main criterion leading to this determination was
the insignificant share of revenue resulting from existing business relations, if any,
in comparison with the respective revenues of the company and of the companies
in which the members concerned held positions.
3.1.3.
CHANGES IN THE COMPOSITION OF THE BOARD
OF DIRECTORS IN 2016
Mrs. Marie-Hélène Sartorius was coopted as director as from November 1,
2016 by a decision of the Board of Directors dated October 27, 2016 upon
the recommendation of the Compensation and Nominating Committee dated
October 24, 2016, replacing Mrs. Sophie Boissard, who has resigned as director,
for the remainder of the latter’s term, i.e. until the Ordinary General Meeting of
Shareholders convened to approve the financial statements for the period ending
December 31, 2018. The Combined Annual General Meeting of Shareholders
ratified this cooptation on February 3, 2017.
* As from the final sale of AREVA TA, Mrs. Odile Matte will be replaced as director representing company personnel and as director of the Strategy and Investments Comittee by
Mr. Gilbert Cazenobe, listed second on the ballot for the same labor union during elections of employee representatives.
(1) Or whose cooptation was ratified.
2016 AREVA
REFERENCE DOCUMENT
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