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Appendix B: Board of Directors Code of Conduct

for information pertaining to their rights and obligations, the Board’s operation or the life of the Company.

His or her duties also include maintaining and updating the statements designed to prevent conflicts of interest, as provided for in Article 3 of the directors Code of Conduct.

Lastly, the Board Secretary shall attend the meetings of the Board Committees as needed at the request of the Chairman and Chief Executive Officer or the Committee Chairmen. He or she may also be tasked with sending the working documents to the Committee members.

8. Directors’ fees

The annual amount of directors’ fees approved by shareholders shall be allocated by the Board based on a recommendation by the Compensation, Appointments and Corporate Governance Committee.

Board members shall be entitled to a fixed portion of fees for their duties as directors and, as the case may be, their role as a member or Chairman of one or more Board Committees, as well as a variable portion of fees determined according to their actual attendance at Board or Committee meetings.

Distribution is based on the following principles:

a the annual amount of directors’ fees shall be divided into an amount set aside for the Board and an amount set aside for the Board Committees, as determined by the Board of Directors. The amount for the Board Committees shall subsequently be divided equally among the three Committees;

The Board of Directors collectively represents all the shareholders and acts in the Company’s interest. Each director, regardless of the reasons for his appointment and his qualification by the Board of Directors as regards the independence criteria set forth in the AFEP/MEDEF Corporate Governance Code for listed companies, represents all the shareholders and as such adheres to the principles of conduct defined in this Code of Conduct.

The non-voting directors appointed by the Board of Directors and the Founding Co-Chairmen referred to in Article 21 of the Company’s Bylaws shall be governed by all of the provisions of this Code of Conduct that are applicable to them.

Duty of due care

Directors shall carry out their duties as they see fit in the best interest of the Company. They shall strive at all times to improve their knowledge of the Group and its business lines and agree to be bound by a duty of vigilance and warning. They shall devote the necessary time and attention to their directorship in particular by attending the meetings of the Committees to which they belong, the meetings of the Board of Directors and the Shareholders’ Meetings.

Corporate governance

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

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a half of the amount set aside for the Board and for each Committee
shall be used to pay the fixed portion of directors’ fees, based on
a lump sum determined by the Board and in line with the number
of directors or Committee members concerned;

a the other half of the amount set aside for the Board and each
Committee shall be used to pay the variable portion of directors’
fees based on a per-meeting amount set by the Board depending
on the total number of meetings held during the year. Board and
Committee members shall not receive any of this variable portion
for meetings that they do not attend;

a the Vice-Chairman of the Board of Directors shall receive the fixed
portion of directors’ fees payable to all directors as well as a fixed
portion of a flat amount determined by the Board of Directors;

a Committee Chairmen shall receive a fixed portion of directors’
fees equal to double the fixed portion payable to Committee
members;

a after allocating the annual amount of directors’ fees according
the above-mentioned principles, the Board may distribute all or
part of the remaining amount among the directors, in a proportion
determined by the Board.

a directors who also hold the position of Chairman of the Board of
Directors, Chairman and Chief Executive Officer, Chief Executive
Officer or Chief Operating Officer shall not receive any directors’
fees;

a directors’ fees shall be paid no later than three months following
the end of the previous fiscal year.

In addition to complying with the applicable statutes and regulations on the holding of several directorships, it is the responsibility of each director to ascertain whether his/her duties as a director of the Company are compatible with the directorships or positions that he/she holds in other companies in particular as regards the workload. Each director shall disclose periodically to the Company the directorships that he/she holds in any other company in order to enable the Company to comply with its statutory disclosure obligations in this regard.

Information

Directors have the duty to request the information that they deem necessary to carry out their duties from the Company’s management via the Chairman and Chief Executive Officer or, where applicable, the Board Secretary. They shall have the right to meet with the Company’s principal executives, whether or not in the presence of the Chairman and Chief Executive Officer, after having requested such a meeting from the Chairman and Chief Executive Officer.

When a new director takes up office, the Board Secretary shall provide him/her with an information package containing the Company’s Bylaws, the directors Bylaws, the directors Code of Conduct as well as the principal statutes and regulations regarding directors’ liability.