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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
4. System of internal controls
3.6.
POWERS OF THE CHAIRMAN OF THE BOARD AND OF THE CHIEF EXECUTIVE OFFICER
CHAIRMAN OF THE BOARD OF DIRECTORS
The Chairman represents the Board of Directors and, unless exceptional
circumstances arise, is the only person with the authority to act or make a statement
in the name of the Board of Directors.
In coordination with the company’s executive management, the Chairman may
take part in defining the group’s strategic directions and may represent the group
in France and abroad in its relations with public officials and the group’s partners.
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 Chairman organizes and leads the work of the Board of Directors and ensures
the smooth functioning of the corporate bodies in accordance with principles of
good governance. He coordinates the work of the Board of Directors with that of
its committees.
He ensures that the directors and censors receive timely information, in a clear and
appropriate form, needed to perform their missions.
The Chairman provides liaison between the Board of Directors and the company’s
Shareholders, in concert with executive management.
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer is responsible for the company’s management and
represents the company in its relations with third parties.
Full powers are vested in him to act on behalf of the company in all circumstances,
except for powers attributed by law to the Board of Directors and to the Shareholders,
and as stipulated in the company’s own rules of governance.
The Chief Executive Officer reports on major events in the group at each meeting
of the Board of Directors.
Under the terms of article 17–2 of AREVA’s Articles of Association, the following
transactions of the company and its subsidiaries are subject to the prior authorization
of the Board of Directors:
(a)
transactions that could affect the group’s strategy and modify its financial
structure or scope of business;
(b)
insofar as they concern amounts in excess of 80 million euros:
(i) the issuance of securities of direct subsidiaries, regardless of their nature,
(ii) exchanges, with or without cash payment, of goods, securities or assets;
loans, borrowings, credit transactions and prepayments; acquisitions
or disposals, by any means, of all debt instruments, excluding cash
management operations in the ordinary course of business,
(iii) settlements, agreements or transactions relating to disputes;
(c)
insofar as they concern amounts in excess of 20 million euros:
(i) proposed investments concerning the creation of a site or the capacity
increase of an existing site,
(ii) acquisitions, increases or disposals of equity interests in any company,
existing or to be established,
(iii) decisions to create an entity to establish an operation in France or abroad,
or to withdraw an operation,
(iv) acquisitions of real estate.
Exceptionally, and unless the Chairman of the Board of Directors requests otherwise,
the transactions referred to under (a), (b) and (c) above are not subject to the prior
approval of the Board of Directors when they are carried out between companies
of the group;
(d)
commercial proposals meeting the criteria defined in the Board of Directors’
Rules of Procedure.
4.
SYSTEM OF INTERNAL CONTROLS
4.1.
INTRODUCTION
This section, which describes the group’s system of internal controls, is structured
according to the “Frame of Reference for Internal Controls” published by the Autorité
des marchés financiers (French stock market authority AMF) in July 2010.
The scope of internal controls described below applies to AREVA as parent
company and to all of the companies it controls, regardless of their legal form.
4.1.1.
AREVA’S COMMITMENTS
AREVA has defined and implements fundamental commitments regarding the
conduct of its operations. The environment for internal controls is based on these
commitments, among others.
The Code of Ethics is the reflection of the group’s culture of compliance and the
expression of its commitments, especially as regards sustainable development
and human rights. It sets forth the group’s Commitments and Expectations with
regard to its stakeholders, and the Action Principles and Rules of Conduct which
apply to all of the group’s executives and employees as well as to the members of
the Board of Directors. In the Code of Ethics, which is available on the intranet, the
group also reiterates its commitment to fighting corruption.
In 2016, the group’s Director of Compliance led the annual report process on
compliance with the Code of Ethics and presented the 2015 executive summary
of the report to the Audit and Ethics Committee of the Board of Directors.
2016 AREVA
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