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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
3.2.6
BUSINESS ETHICS OF DIRECTORS
The director shall performhis or her duties with independence, integrity, uprightness
and professionalism.
The company’s Policies and Procedures describe the directors’ duties, in particular:
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respect for laws, the Articles of Association and the corporate interest;
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the duty to speak out;
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the strictest respect for the confidentiality of the work of the Board and its
committees;
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the application of rules related to multiple office-holding;
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the prevention of conflicts of interest;
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compliance with obligations related to the holding of financial instruments issued
by the company and the holding of privileged information.
As part of the program launched in 2015 to strengthen compliance and ethics, the
group updated the applicable principles and rules to be followed in connection
with the prevention of dereliction of duty and insider trading, notably the legal and
regulatory provisions for the declaration of transactions and the definition of periods
of abstention from trading on the company’s shares, and assembled them in a Code
in 2016. The Code was presented to AREVA’s Executive Committee on February 15,
2016 and is updated regularly. The group also set up a policy for compliance with
insider trading rules and a Code of Ethics.
At the same time, programs to raise awareness of insider trading rules are being
conducted with the group’s employees.
3.3.
WORK OF THE BOARD OF DIRECTORS
The Board of Directors’ work in 2016 concerned in particular recurring subjects
such as examination of the half-year and annual financial statements and the
observations of the statutory auditors on those statements, of the management
report and the appended social and environmental responsibility report, of the
report of the Chairman of the Board of Directors on the Board’s work and internal
control procedures for 2015, of the report on internal controls in conformance
with article 7 of the decree of February 23, 2007 on the securement of funding
for nuclear expenses, of the Chief Executive Officer’s objectives, and of related
party agreements.
The Board of Directors also examined and/or deliberated on:
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the different subjects relating to the group’s legal and financial restructuring: the
financial trajectories, the bridge loan, the transfer of nuclear fuel cycle operations
and bond debt fromAREVA SA to NewAREVAHolding, the process undertaken
with the European Commission, and the AREVA SA and New AREVA Holding
capital increases;
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the annual budget for 2017;
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the various asset sales planned: Canberra, AREVA NP, Adwen and AREVA TA;
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the appointment of an ad hoc agent whose mission is to assist the company in
completing its restructuring and helping to ensure its success;
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the company’s policy of equal opportunity, equal pay and gender diversity.
In addition, the Board of Directors was informed on a very regular basis of the status
of the group’s performance plan and of the audit launched by AREVA in 2015 on
the manufacturing files at le Creusot.
To facilitate the Board of Directors’ decision-making, certain subjects were examined
by the different committees, according to their area of responsibility. The Board
heard the meeting reports and recommendations of those committees.
In 2016, the Board met 19 times with an average attendance rate of 89%.
3.4.
RULES APPLICABLE TO EVALUATIONS
The Board of Directors’ Rules of Procedure stipulate that, at least once a year, the
Board of Directors shall devote time on the order of business for a review of its
composition, functioning and organization, as well as that of the committees, and
to verify that important matters are properly prepared and discussed. In addition,
at least once every three years, it undertakes or commissions a formal evaluation
of its work. Every year, it informs the Shareholders of the evaluations carried out
and any follow-up actions.
Ameeting of theBoard of Directors is held once a year duringwhich the performance
of the Chairman, the Chief Executive Officer and the Chief Operating Officer(s), if
applicable, is evaluated. Those parties do not attend the meeting.
On December 12, 2016, the Secretary of the Board of Directors transmitted
the evaluation questionnaire drawn up by the Compensation and Nominating
Committee dated December 6, 2016. The results were examined by said committee
on February 15, 2017.
What arose from this is that certain avenues for improvement proposed by the
Board during the evaluation of 2015 were carried out by the Board of Directors in
2016, in particular the creation of dialogue between employee representatives, the
Senior Vice President of Human Resources and the Chief Executive Officer prior
to meetings of the Board.
Other avenues for improvement, such as the reduction of the duration of the
meetings, could not be carried out in view of the treatment of various subjects
related to the group’s legal and financial restructuring. The Board of Directors plans
to implement those avenues for improvement over the course of 2017.
The Board of Directors meeting of February 28, 2017 devoted an item on its order
of business to the evaluation of the performance of the Chairman and of the Chief
Executive Officer, without their presence.
At that time, the Board hailed the commitment and quality of action of the Chairman
of the Board of Directors and of the Chief Executive Officer during a difficult time
for the company.
2016 AREVA
REFERENCE DOCUMENT
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