323 / 386
REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
3. Preparation and organization of the Board of Director’s work
3.5.2.
STRATEGY AND INVESTMENTS COMMITTEE
As of the date of this Reference Document, the Strategy and Investments Committee
has six members: Philippe Varin (Chairman), Claude Imauven
(1)
, Christian Masset,
Odile Matte
(2)
, Daniel Verwaerde and Alexis Zajdenweber.
The Strategy and Investments Committee is tasked with analyzing the main
strategic directions foreseeable for the group’s development and with assessing
the soundness of the most important strategic decisions proposed by the Chief
Executive Officer. It ensures application of the company’s strategic plan and its
implementation at the subsidiary level.
The committee is tasked with examining proposed transactions subject to the prior
approval of the Board of Directors
(3)
. It examines, in particular during the annual
budget review, a quantified medium-term, three-year plan setting forth in detail the
planned capital expenditures and anticipated production costs, in particular for
each of the mining sites.
In 2016, the Strategy and Investments Committeemet five times, with an attendance
rate of 80%.
In particular, it examined the strategic roadmap, the financing plan, the asset
disposal plan, the group’s financial trajectory and the sale of Adwen.
The Strategy and Investments Committee may meet as a select committee at the
initiative of its chairman. The Select Committee’s purpose is to examine major
commercial proposals subject to the authorization of the Board of Directors.
The Select Committee in charge of major commercial proposals met seven times
in 2016, with an attendance rate of 79%.
3.5.3.
COMPENSATION AND NOMINATING COMMITTEE
As of the date of this report and pursuant to the resignation of Sophie Boissard, the
Compensation and Nominating Committee has four members: Claude Imauven
(1)
(Chairman), Jean-Michel Lang
(2)
, Marie Hélène Sartorius
(1)
and Alexis Zajdenweber.
The mission of the Compensation and Nominating Committee is, among others,
to recommend individuals to the Board of Directors who may be eligible for
appointment as officers of the company; to discuss each director’s independent
director qualification; to formulate recommendations and proposals to the Board
of Directors concerning compensation, pension and insurance benefits, additional
retirement benefits, non-cash benefits and other financial benefits for the company’s
officers, including severance pay if applicable; to examine the system for the
distribution of attendance fees among the members of the Board of Directors;
and to determine the objectives, methods and outcome of the Board’s policy on
the representation of men and women, nationalities and diverse skills in its midst.
The company’s executive officers participate, if possible, in the committee meeting
dedicated to reviewing the compensation policy for key executives who are not
company officers.
In 2016, the Compensation and Nominating Committee met three times, with an
attendance rate of 75%.
In particular, it examined the independent director qualifications of directors; the
distribution of attendance fees between members of the Board of Directors; the
company’s policy on equal opportunity, equal pay and gender equality; skills
management; the kick-off of the annual evaluation procedure of the Board of
Directors; the compensation of company officers; the objectives of the Chief
Executive Officers; and the cooptation of a new director.
3.5.4.
END-OF-LIFECYCLE OBLIGATIONS MONITORING
COMMITTEE
As of the date of this report, the End-of-Lifecycle Obligations Monitoring Committee
has four members: Claude Imauven
(1)
(Chairman), Jean-Michel Lang
(2)
, Daniel
Verwaerde and Alexis Zajdenweber.
The committee is responsible for contributing to the monitoring of the portfolio
of assets earmarked by AREVA’s subsidiaries to cover their future cleanup and
dismantling expenses.
The End-of-Lifecycle Obligations Monitoring Committee met five times in 2016,
with an attendance rate of 85%.
Among the subjects submitted to the committee for comment in 2016 was the
draft Annual Report on Internal Control (end-of-lifecycle obligations section); the
draft three-year report for 2013-2015; the change in end-of-lifecycle estimates and
liabilities in 2016; asset management; and the coverage ratio at the end of 2016.
3.5.5.
AD HOC COMMITTEE
As of the date of this report and pursuant to the resignation of Sophie Boissard,
the Ad Hoc Committee has four members: Claude Imauven
(1)
(Chairman), Marie-
Hélène Sartorius
(1)
, Pascale Sourisse
(1)
and Daniel Verwaerde.
Created on June 5, 2015 in connection with the establishment of the financing
plan and restructuring to be carried out within the group, the committee’s mission
is to examine offers to be made to the company, in particular as concerns their
scope and valuation, and the legal and social issues related to the transactions;
to examine the terms of the industrial and strategic partnership agreement with
EDF; to examine in detail the different components of the financing plan in order
to ensure that it meets the needs and challenges of the company; and to formulate
advice and recommendations to the Board of Directors.
The Ad Hoc Committee met fifteen times in 2016, with an attendance rate of 85%.
In particular, it examined the group’s legal and financial restructuring (financial
trajectories, bridge loan, partial asset contribution, descent of the bonds);
the process undertaken with the European Commission; the AREVA SA and
New AREVA Holding capital increases; and the sale of AREVA NP’s operations,
and in particular their valuation.
The Ad Hoc Committee was assisted by its own legal and financial advisors.
(1) Independent director.
(2) Director representing the employees.
(3) See 3.6.
2016 AREVA
REFERENCE DOCUMENT
323