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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
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3. Preparation and organization of the Board of Director’s work
The dissociation of these positions is intended to establish a clear separation,
between the Chairman of the Board and the Chief Executive Office, of the functions
dealing with strategic direction, decision-making and control, and those dealing with
operational and executive functions. It is also intended to improve the functioning
of the Board through the presence of a person dedicated to chairing it, and the
balanced distribution of powers limiting the isolation of a single executive and
promoting dialogue among equals.
Furthermore, as a member of the Board of Directors, the Chief Executive Officer
participates in the determination of the company’s and the group’s strategic
directions.
The respective powers of the Chairman of the Board of Directors and of the Chief
Executive Officer are described in paragraph 3.6. below.
3.2.3.
MEETINGS
The Board of Directors meets in the interests of the company as often as necessary,
but at least six times per year. The directors have the possibility of being represented
by another director at meetings of the Board of Directors. Each director may
represent only one of his or her colleagues during the same session of the Board.
Meetings of the Board of Directors are chaired by the Chairman, who leads the
discussions, or in his absence by the Vice Chairman, or in the absence of the latter
by a member of the Board of Directors designated at the beginning of the meeting
by a simple majority of the members present.
The directors attending the Board session via video-conference or a
telecommunications medium allowing them to be identified and ensuring their
effective attendance are deemed to be present for the calculation of quorum and
majority. The Secretary of the Board initials the register in place of those directors.
This arrangement is not applicable to the approval of the annual financial statements
or to the consolidated financial statements, or to the preparation of related reports;
to the decision on the dissociation or non-dissociation of the duties of Chairman
of the Board of Directors and of Chief Executive Officer; or to the appointment of
the Chairman of the Board of Directors, the Chief Executive Officer and the Chief
Operating Officer(s).
Moreover, recourse to video-conferencing or telecommunication means may be
excluded when the Chairman of the Board of Directors so decides due to the
sensitive nature of a subject/subjects on the order of business.
The group’s employees may also be invited in consideration of their contribution to
the points listed in the order of business for the meeting. The presence of external
third parties must be authorized by the Chairman of the Board of Directors.
3.2.4.
INFORMATION AND TRAINING OF DIRECTORS
The directors receive the order of business of the Board meeting and the items
necessary to their reflection at least five calendar days before the meeting, except
in an emergency or under exceptional circumstances. They receive a continuous
flow of information at all times between sessions of the Board if necessary, and they
should be able, if so desired, to meet the principal executives of the company after
first informing the Chairman of the Board of Directors and the Chief ExecutiveOfficer.
Each director may receive training, if he/she deems it necessary, on specific features
of the company, on its businesses and business segments, and on the role of
director.
3.2.5.
RULES APPLICABLE TO CONFLICTS OF INTEREST
The rules to be followed by members of the Board of Directors to prevent conflicts
of interest appear in article 4.6 of the Board of Directors’ Rules of Procedure, which
stipulate in particular that:
p
the director shall preserve his or her independence of judgment, decision and
action under all circumstances;
p
the director shall endeavor to avoid any conflict that may exist between his or her
material and non-material interests and those of the company;
p
the director shall inform the Board of Directors of any conflict of interest in which
he or she could be implicated directly or indirectly;
p
in the event of a confirmed or potential conflict of interest, the director concerned
shall, upon receipt of the order of business, inform the Chairman of the Board of
Directors and if applicable the chairman of the committee concerned, and shall
abstain from taking part in the vote on the corresponding deliberation;
p
the director, or a permanent representative if the director is a legal entity, may not
participate personally in companies or activities in competition with the group
without first informing the Board of Directors and receiving its approval;
p
a director who considers that he or she has lost the ability to discharge his or her
duties as a member of the Board or of a committee must resign.
Additionally, in view of the risks of conflicts of interest identified in connection with
the sales of AREVA NP’s and AREVA TA’s operations, specific mechanisms for
preventing conflicts of interest were put in place as regards those two operations:
p
in addition to the specific procedure for preventing conflicts of interest set up
because the Chairman of the Board of Directors, Mr. Philippe Varin, was also
an EDF director until May 12, 2016, and in connection with the negotiations
between AREVA and EDF relating to the sale of AREVANP’s operations, Mr. Varin
decided to suspend his participation in the work of the EDF Board of Directors
following the announcements of the President of the French Republic of June 3,
2015 on the redefinition of the nuclear industry, and to devote himself fully to
his duties as Chairman of the Board of Directors of AREVA, able to take part
in the discussions and vote on the deliberations of the Board of Directors on
subjects likely to present a conflict of interest, subject to the application of the
regulated agreements procedure. Mr. Philippe Varin resigned from his term as
EDF director on May 12, 2016;
p
Mr. Christian Masset, who also sits on the EDF Board of Directors, took all
the necessary measures, in accordance with the Board of Directors’ Rules of
Procedure, to prevent any risk of conflict of interest from arising in connection
with subjects dealing with relations between AREVA and EDF, and in particular
concerning the sale of AREVA NP;
p
the sale of AREVA NP’s operations was the subject of an in-depth review by an
Ad Hoc Committee, the majority of whose members are independent directors
under themeaning of the Afep-Medef Code. This AdHoc Committee was created
on June 5, 2015;
p
the sale of AREVA’s interest in AREVA TA was specifically reviewed by a working
group formed on December 17, 2015 composed of directors who are not in
a conflict of interest situation as regards the different parties involved in that
transaction.
The missions and composition of the Ad Hoc Committee and of the AREVA TA
Working Group are described in paragraphs 3.5.5. and 3.5.6. of Appendix 1.
Report
of the Chairman of the Board of Directors.
320
2016 AREVA
REFERENCE DOCUMENT