Areva - Reference Document 2016

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

3. Preparation and organization of the Board of Director’s work

PERMANENT GUESTS WITH AN ADVISORY ROLE

Economic and Financial Comptroller General

Mr. Bruno Rossi, appointed head of the Atomic Energy Control Mission of the

General Economic and Financial Control Department by a decision of the Ministry

of Economy, Industry and Employment on June 24, 2008, serves as the General

Economic and Financial Comptroller of the company pursuant to decree no. 83-1116

of December 21, 1983, as amended. Mr. Rossi is represented byMr. Christian Bodin,

Head of the Control Mission, alumnus of the École nationale d’administration, who

exercises control of AREVA under his authority and in that capacity attends the

meetings of the Board of Directors and of its specialized committees.

Government Commissioner

Mr. Laurent Michel, Director General for Energy and Climate by decree of

December 19, 2012, serves as the Government Commissioner for the company

pursuant to decree no. 83-1116 of December 21, 1983, as amended. In that

capacity, he attends the meetings of the Board of Directors and of its specialized

committees.

By virtue of article 3 of decree no. 83-1116 of December 21, 1983 relative to the

AREVA company, the deliberations of the Board of Directors become effective

and valid if the Government Commissioner or the authority in charge of economic

and financial control do not oppose them within five days following the Board of

Directors meeting, if they attended it, or of the receipt of the minutes of the meeting.

Such opposition, of which the Minister of Economy and the Minister of Energy are

immediately informed by the author of same, ceases to have effect if, within a limit

of fifteen days, it has not been confirmed by one of those ministers.

Censors

Pursuant to article 18 of AREVA’s Articles of Association, the Board of Directors

renewed Mr. Pascal Faure and the CEA, represented by Mr. Christophe Gégout, in

their role as censors in 2016 and in 2017.

The censors assist the Board of Directors in the performance of its duties and attend

its meetings without the right to vote.

Each censor is appointed for a period of one year, which may be renewed without

limitation.

Secretary of the Board

For 2016, Mrs. Malak Tazi, Legal Director of Governance, Companies and

Securities and Finance, served as Secretary of the Board of Directors. In the

absence of the latter, Mr. David Rubin was deputized for that role from July 28

to December 15, 2016.

3.2.

RESPONSIBILITIES AND FUNCTIONING OF THE BOARD OF DIRECTORS

3.2.1.

MISSIONS

The missions of the Board of Directors and the preparation and organization of its

work are defined in the legislative and regulatory framework governing corporations

in France (

sociétés anonymes

), in AREVA’s Articles of Association, and in the Rules

of Procedure of the Board of Directors

(1)

The Board of Directors determines the direction of the company’s activities

and oversees its implementation. Except for the powers expressly attributed to

the General Meetings of Shareholders, and subject to limitations as regards the

company’s purpose, it may take up anymatter concerning the company’s operations

and, through its deliberations, rules on matters concerning it.

Within the framework of its mission, and without this list being exhaustive, the Board:

determines the company’s and the group’s strategic directions after receiving

an opinion from the Strategy and Investments Committee;

designates the officers in charge of managing the company within the framework

of this strategy and sets their compensation on a recommendation from the

Compensation and Nominating Committee;

is kept informed of all significant transactions outside the company’s official

strategy;

at any time of the year, carries out checks and controls as it deems necessary

and has the documents it considers useful to the accomplishment of its mission

sent to it;

defines the company’s financial communications policy and ensures the quality of

information provided to the Shareholders and to the financial market, in particular

through financial statements or in connection with major transactions;

is regularly informed by the Audit and Ethics Committee of the company’s

financial position, cash position and commitments; it is also informed in a timely

manner of the company’s liquidity position and makes decisions as necessary

concerning its financing and debt position;

approves the financial statements, prepares the annual Management Report,

convenes Annual General Meetings and sets the order of business for them;

approves the report of the Chairman of the Board of Directors on governance and

internal control and riskmanagement procedures, as stipulated in article L. 226-37

of the French Commercial Code;

approves the company’s annual budget and multi-year plan;

conducts an annual review of the company’s equal opportunity and equal pay

policy;

may authorize the Chief Executive Officer to provide sureties, endorsements and

guarantees in the company’s name;

may authorize the Chief Executive Officer to carry out the transactions described

in paragraph 3.6. below.

3.2.2.

DISSOCIATION OF THE DUTIES OF CHAIRMAN

OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Under the provisions of article L. 225-51-1 of the French Commercial Code, the

Board of Directors opted to dissociate the duties of Chairman of the Board of

Directors from those of Chief Executive Officer, with Mr. Philippe Varin performing

the duties of Chairman of the Board andMr. Philippe Knoche performing the duties

of Chief Executive Officer.

(1) The Articles of Association and Rules of Procedure are available on the AREVA website,

www.areva.com

2016 AREVA

REFERENCE DOCUMENT

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