Report of the Chairman of the Board of Directors
.Pursuant to Article L. 225-37 of the French Commercial Code, the following report presents information for the year 2014 related to the composition of the Board of Directors, the Board of Directors’ application of the principle of balanced representation of men and women, the preparation and organization of the work of the Board of Directors, internal control and risk management procedures implemented by the Company, any limits set by the Board of Directors concerning the powers of the Chief Executive Officer, as well as information related to corporate governance. This report also sets forth the provisions of the bylaws concerning participation in Shareholders’ Meetings and presents the principles and rules applied to determine the compensation and other benefits granted to the executive and non-executive directors (mandataires sociaux). It also includes the publication of information required by Article L. 225-100-3 of the French Commercial Code.
This report was prepared based on input from several of the Company’s functional divisions, including in particular the Legal, Finance and Group Internal Control and Audit Departments.
This report was approved by the Board of Directors at its meeting on February 11, 2015, after the Board’s committees reviewed the sections relevant to their respective duties.