MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

(vii) hire any employee under a permanent or fixed-term employment contract; (viii) issue any guarantee, bond or security or grant any collateral and make any off-balance sheet commitment on the part of a Group entity for an amount above €100,000; (ix) sign any transaction agreement relating to a dispute in which the Company and/or its subsidiaries must pay or are likely to have to pay an amount above €100,000; (x) carry out any intra-group restructuring such as a merger, spin-off, partial asset contribution, dissolution or creation of an entity; (xi) change any of the Group’s accounting policies; or (xii) carry out any significant transaction that does not form part of the Company’s stated strategy. No annual authorisation was given by the Board of directors to the Chief Executive Officer to give deposits, securities and guarantees to the tax and customs authorities and/or with respect to third parties on the Company’s behalf, for a period not exceeding one year and, except in the cases set out by regulations, subject to the limitations of an overall ceiling set by the Board. Thus, every guarantee, bond or security given by the Company with regard to commitments entered into with third parties must be authorised in advance by the Board of directors in accordance with Article L.225-35 of the French Commercial Code. The Board of directors meets as often as required in the interests of the Company, either at the head office or in any other place specified in the notice of meeting. Board meetings may be convened by the Chairman or any person delegated by the Chairman, by any means. If the Board has not met for more than two months, at least one-third of its members may ask the Chairman to call a meeting to consider a particular agenda. As the roles of Chairman of the Board of directors and Chief Executive Officer are separate, the Chief Executive Officer may also ask the Chairman to call a Board meeting to consider a particular agenda. Meetings are chaired by the Chairman of the Board of directors. In the event that the Chairman is absent, the Board is chaired either by a Vice-Chairman (if one has been appointed) or, in the absence of any Vice-Chairman, by one of its members appointed by the Board to chair the meeting. The Board can only validly deliberate if at least half of its members are present. Decisions are taken by a majority of the votes of the members present or represented. 1.7 Meetings and decisions of the Board of directors

The Chairman of the Board of directors is also the Chairman of the Company’s Strategic Committee. As such, he organises and oversees the work of the Strategic Committee and reports thereon to the Board of directors. On 5 April 2018, the Board of directors tasked its Chairman with the handling of investor relations. This role entails explaining to shareholders the positions taken by the Board of directors in its areas of expertise and making sure shareholders are kept apprised. the Chief Executive Officer The Chief Executive Officer has the widest powers to act in all circumstances on behalf of the Company subject to the limitations set forth hereunder. He exercises those powers within the limits of the corporate purpose, subject to the powers that are expressly attributed by law to General Meetings and those that are especially reserved for the Board of directors. The Chief Executive Officer represents the Company in its relations with third parties. In accordance with the internal regulations of the Board of directors, the Chief Executive Officer may not undertake the following without prior authorisation from the Board: (i) approve and make any significant changes to the Company’s or Group’s annual budget or multi-year business plan; (ii) acquire or dispose of any Group assets whatsoever (including Company shares and fund units), or carry out any capital expenditure above €1,000,000; (iii) carry out any operating expenditure for the Group above €100,000 a year; (iv) sign on behalf of the Group any lease agreement relating to a total surface area of more than 1,000 Sqm and for which the economic terms fall short of those stipulated in the multi-year business plan; (v) incur any new debt or change the terms of any existing debt (including any early repayment, renegotiation or refinancing of bank loans); (vi) make any corporate decision requiring advance approval by the Group’s banks pursuant to existing financing arrangements or which are likely to impact the Company’s and its subsidiaries’ compliance with their respective declarations and obligations pursuant to said financing arrangements; 1.6 Duties and powers of

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