2013 Registration document and annual financial report - page 116

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
In accordance with the Bylaws, the roles and responsibilities of
the senior independent director include the following:
he may call Board meetings in the event that the Chairman and
Chief Executive Officer is unable to do so, and he may chair
Board meetings in the absence of the Chairman and Chief
Executive Officer;
he is the preferred contact for shareholders not represented
on the Board. In this regard, a specific email address has been
) to enable any shareholder
to contact him directly with comments or queries;
he coordinates the independent directors and, at his initiative,
organizes independent directors’ meetings at least once a year,
for which the Company manages the logistics and bears the
costs. He sets the agenda for these meetings and chairs them,
ensuring that each independent director has the opportunity
to raise any issue not included on the agenda. Following the
meetings, the senior independent director may, at his initiative,
meet with the Chairman and Chief Executive Officer to discuss
all or some of the comments and requests expressed by the
independent directors. If necessary, he may also decide to
comment on the work of the independent directors during the
full meetings of the Board;
he oversees the formal assessments of the Board’s procedures
and validates the corresponding report;
he may request that the Chairman and Chief Executive Officer
add items to Board meeting agendas. In any event, he approves
the annual plan of the strategic issues that will be included in
the Board meeting agendas, as submitted by the Chairman and
Chief Executive Officer;
he is in charge of dealing with any cases of conflict of interest
that may arise among members of the Board of Directors.
In 2013 Mr. Citerne organized and chaired one meeting solely for
independent directors. He also organized a meeting during the
year with all of the Company’s non-Executive Directors (which
was not attended by the Chairman and Chief Executive Officer),
in order to discuss the Board of Directors’ operating procedures.
Powers of the Board of Directors
The Company is governed by a Board of Directors, which determines
the Company’s strategy, oversees its implementation, examines
any and all issues concerning the efficient running of the business,
and makes decisions on all matters concerning the Company.
The Board of Directors deals with all matters falling within the
powers vested in it under the applicable laws and regulations.
In particular, the Board of Directors is responsible for:
approving the annual budget and business plan presented by
the Chairman and Chief Executive Officer;
reviewing and approving all of the Group’s strategic objectives,
at least once a year, in accordance with the Board’s Bylaws;
authorizing the following decisions of the Chairman and Chief
Executive Officer and the Deputy Chief Executive Officer prior
to the decisions being implemented:
any and all immediate or deferred financial commitments
representingmore than €100million per transaction. “Financial
commitments” are defined as:
any and all acquisitions or disposals of assets and majority
or minority interests in other companies; in the latter case,
the amount of the commitment is determined by reference
to the entity’s enterprise value,
any and all direct investments, for example for the creation
of a business, the construction, refurbishment or extension
of a hotel property, or expenditure on technological
rental investments, measured on the basis of the market
value of the leased asset,
hotel management contractswith a guaranteedminimumfee,
any and all loans to entities in which the Company or
one of its subsidiaries does not hold the majority of the
shares and voting rights, and any and all commitments to
participate in share issues by such entities,
any and all financing operations representing more than
€1 billion (carried out through one or more transactions).
The Chairman and Chief Executive Officer is authorized to
carry out any and all financing operations of up to €1 billion
without obtaining prior approval from the Board of Directors,
provided that such operations are undertaken in accordance
with the annual Group financing policy as approved in advance
by the Board of Directors. In this case, the Chairman and
Chief Executive Officer is required to inform the Board of
Directors of the operations after they have been completed.
In addition, the Board’s prior approval is not required for
borrowings due in less than one year,
any and all transactions that may impact the Group’s strategy
or lead to a material change in the Group’s business base
(mainly entry into a new business or withdrawal from an
existing business), whatever the amount of the transaction,
any and all transactions involving the Company’s shares
carried out in application of Article L. 225-209 of the French
Commercial Code which exceed one million shares per
transaction or two million shares per year;
authorizing the Chairman and Chief Executive Officer to issue
guarantees, bonds and endorsements in the Company’s name,
up to a cumulative amount of €1 billion per year. In accordance
with the Company’s Bylaws, any such authorizations may
be given for a period of one year. The Chairman and Chief
Executive Officer is required to report to the Board of Directors
each year on the amount and nature of guarantees, bonds and
endorsements issued under the authorization;
discussing and deciding on any proposed changes to the Group’s
management structure and reviewing information about the
main organizational changes.
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