Areva - Reference Document 2016
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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
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
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.
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. 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. 4.1.1.
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2016 AREVA REFERENCE DOCUMENT
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