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respects the Company's interests and object. As such, the plenary Board meeting reserves the
competence toapprove:
a)
TheCompany’s general strategies andpolicies and, inparticular:
i)
The strategicor businessplan, and theannualmanagement andbudgetary targets;
ii)
The investment and fundingpolicy;
iii)
Thedefinitionof the structureof thegroupof companies;
iv)
The corporategovernancepolicy;
v)
The corporate social responsibilitypolicy;
vi)
Thepolicy for seniormanagers’ remunerationandperformanceassessment;
vii)
The policy for controlling andmanaging risks, and the periodic monitoring of the internal
control and reporting systems.
viii)
Thedividendand treasury shares policy, especially their limits.
Seeheadings:
C.1.14, C.1.16andE.2
b)
The followingdecisions:
i)
At the proposal of the Company’s chief executive officer, the appointment and possible
removal/resignation of senior managers from their posts, as well as their compensation
clauses.
ii)
Directors’ remuneration and any additional remuneration to executive directors for
executive responsibilities andother terms and conditionswhichmust be respected in their
contracts.
iii)
a) The financial information that the Company, as a publicly traded company, must
discloseperiodically.
iv)
Investments or transactions of any kind, whose high value or special characteristics make
them strategic, unless theGSM is chargedwithapproving them;
v)
The creation or acquisition of shares in special-purpose entities or entities domiciled in
countries or territories considered tax havens, and any other transactions or operations of
ananalogousnaturewhose complexity couldundermine theGroup’s transparency.
c)
Transactions between the Company and its directors, its significant shareholders or shareholders
representedon theBoard, or parties related to them ("related-party transactions").
However, Board authorisation need not be required for related-party transactions that
simultaneouslymeet the following three conditions:
1. They are carried out under contracts with standard terms and conditions, applicable enmasse
toa largenumber of customers;
2. Theyareperformedat rates set ingeneral by the supplier of thegoodsor services inquestion;
3. Theamount thereof doesnot exceed1%of theCompany’s annual revenues.
Related-party transactions should only be approved on the basis of a favourable report from the Audit
Committee or any other committee entrusted with such a report; and the directors involved should
neither exercisenor delegate their voting rights, and shouldwithdraw from themeeting roomwhile the
Boarddeliberates andvotes.
