1 DIRECTOR S TOOLKIT 2012 Ref. GU EN All rights reserved. The distributin and reprductin f any part f this dcument by any means whatsever, in particular printing, phtcpying, micrfilm r any magnetic medium, are strictly frbidden, except with the prir written cnsent f GUBERNA (L institut des Administrateurs/Het Instituut vr Bestuurders).
2 DISCLAIMER This Tlkit is addressed t natural persns serving as directrs f a Belgian cmpany r rganisatin and shuld be read in cnjunctin with Sectin 5 f the preamble, which determines its scpe, intentins and limitatins. This Tlkit des nt purprt t cver all aspects f a directrship and shuld under n circumstances be interpreted as cnstituting legal advice. The drafting f this Tlkit was cncluded n Octber GUBERNA (L'institut des Administrateurs/Het Instituut vr Bestuurders) and any natural persn r legal entity invlved in the preparatin f this Tlkit declines all respnsibility fr any act r missin relating t this dcument. FOREWORD 3 PREAMBLE Purpse f the Tlkit 2. Objectives f the Tlkit 3. Cntent f the Tlkit 4. Intended user(s) f the Tlkit 5. Scpe, intentins and limitatins f the Tlkit 6. Structure and use f the Tlkit STAGE I: APPOINTMENT 9 A directr takes steps t be adequately infrmed befre accepting an appintment. STAGE II: PERFORMANCE OF THE DIRECTORSHIP A directr is fully aware f the duties incumbent n him r her in the exercise f the directrship. 2. A directr is familiar with and respects the statutry framewrk, the applicable gvernance cdes and the cmpany's articles. 3. A directr acts with integrity. 4. A directr acts in the cmpany's interest. 5. A directr always strives t take a psitin with cmplete independence. 6. A directr is a member f a cllegial bdy. 7. A directr values respect fr and interactin with tp management, sharehlders and ther stakehlders. 8. A directr is crrectly and cmpletely infrmed in a timely manner. 9. A directr treats cnfidential infrmatin with the greatest discretin under all circumstances. 10. A directr maintains and develps his r her skills. STAGE III: EVALUATION OF THE DIRECTORSHIP.26 STAGE IV: END OF THE DIRECTORSHIP.27 GLOSSARY.29 ANNEXES & DOCUMENTS.32 2 G U B E R N A
3 FOREWORD The Directr's Tlkit has been develped fr individual directrs. It illustrates GUBERNA's missin t infrm and train cmpany directrs and managers in gd crprate gvernance practices. This practical tl shuld be read in the brader cntext f GUBERNA's ther publicatins. In particular, it is based n several publicatins made by the funding partners f Guberna, namely Het Instituut vr Bestuurders / Institut des Administrateurs (BGI) et l Assciatin Belge des Administrateurs (AB), such as the Lignes de cnduite de bnne guvernance (1999), La Charte de l Administrateur (2003), the Kit de L administrateur (2006), and the Vademecum de l Administrateur (2007). The Directr's Tlkit nt nly updates these wrks but als ffers a mre glbal apprach, fcused n individual directrs. The Tlkit will be reviewed and updated regularly in rder t take int accunt changes t and develpments in crprate gvernance. Indeed, gd gvernance entails questining practices (and recmmendatins) with a view t enhancing the prfessinalism f directrs. The Directr's Tlkit reflects an ideal visin f hw directrs shuld act and indicates the directin they shuld take, twards a cmmn grund r reference pint which - in thery - each directr can reach. The gvernance practices laid ut in the Tlkit are intended t help directrs reach this cmmn grund, by prviding encuragement and inspiratin while leaving them ample rm t determine their wn bjectives and path in light f each cmpany's specificities. The Tlkit has been drafted in gender-neutral language. The term "directr" can indicate either a male r female directr. Indeed, the purpse f the Tlkit is t prvide guidance in terms f crprate gvernance t individual directrs, regardless f their gender. GUBERNA wuld like t thank everyne wh cntributed t the Directr's Tlkit and its Annexes and Dcuments. The Tlkit is truly a jint effrt, the result f numerus meetings f GUBERNA's wrking grup starting in May First and fremst, GUBERNA wuld like t thank the wrking grup's c-chairs, Arnaud de Mr and Luc Sterckx, wh, drawing n their experience and with skill, precisin and patience, deftly ensured a structured final result. GUBERNA is als thankful t its administrative team, in particular Hnia Ben Salah wh crdinated the prject with the assistance f Astrid Rubens. Finally, GUBERNA wuld like t extend a special thank yu t Anne Tilleux, an Assciate Partner with NautaDutilh in Brussels, fr verifying and checking the legal aspects f the Tlkit, cnslidating the French and Dutch texts, and prviding an English translatin. The Directr's Tlkit is a cllabrative effrt. Fr ver a year, numerus individuals tk part in meetings and submitted their suggestins and cmments. GUBERNA wuld like t thank these cntributrs fr their invlvement, cmmitment thrughut the prcess. Prf. Lutgart Van den Berghe Executive directr GUBERNA 3 G U B E R N A
4 GUBERNA Members wh participated in the sessins f the wrking grup f the Directr s Tlkit Anthn Gerges, Battard Pierre, Beliën Chris, Bellefrid Marie-Elisabeth, Biart Philippe, Bihain Marc, Bffé Ann, Brabants Sphie, Bral Guid, Bruneel Dirk, Byttebier Adelheid, Chardme Paul, Chiers Bea, Ccquyt Benedicte, Cllin Jean-Paul, Creyf Simnne, Daem Nele, De Backer Dirk, De Keye Jan, De Mr Jan, Declercq Christine, Deflandre Thierry, Dekeyser Yann, Denis Xavier, Deville Francine, Devriendt Chantal, Dguet Viviane, Duplat Jean-Luis, Evrard Marie, Funhff Axel, Gernay Catherine, Geûens Vincent, Ghys Ingrid, Geders Jean-Marc, Gffin Js, Grafé Françis, Guillaume Marie-Bernard, Huberlant Paul, Jurdain Frédéric, Kerckhf Yan, Léglise Pascal, Lievens Jzef, Limpens Jean-Marie, Malbrain Carl, Mssux Jean, Petrva Vesselina, Picavet Jan, Pijcke Anne-Sphie, Remans Guy, Rigle Patrick, Rseleer Philippe, Russeaux Jacques, Schellinck Peter, Six Philippe Ch., Sterckx Luc, Stica Olivier, T' Jampens Ivan, Thuysbaert Bernard, Uyttenhve Jean-Charles, Vael Marc, Van Een Dimitri, Van Steenbergen Rger, Van Velthven Christine, Vanderhaegen Erik, Vandervrst Guid, Vanderwaeren Kristian, Vansanten Kris, Vercruysse Philippe, Vicini Cristina, Walrand Marie-Laure, Wanet Gerges, Wynant Luc. 4 G U B E R N A
5 PREAMBLE 1. Purpse f the Tlkit Expectatins f directrs are grwing in recrd time, in light f the statutry bligatins and varius gvernance cdes which are cnstantly placing mre demands n them. At the same time, the public's cnfidence and trust in the ffice f directr have diminished. Hwever, bth the applicable statutry prvisins and the gvernance cdes pay mre attentin t the cmpany itself and its rgans than t individual directrs and the perfrmance f their duties. Hw can the varius crprate gvernance rights, bligatins, duties and standards be translated int practice, specifically fr individual directrs? GUBERNA, in its capacity as the directrs' institute, wishes t play a significant rle in answering this questin. GUBERNA first prpsed guidelines fr directrs in The 2012 directr's Tlkit is thus an update f these guidelines with a fcus n the individual directrs. 2. Objectives f the Tlkit The main bjective f the Tlkit is t adapt and render accessible the crprate gvernance rules t individual directrs, t cncretise the crprate gvernance rules and guidelines. The secnd bjective f the Tlkit is t establish practical guidelines cvering the fundamentals f crprate gvernance: namely, that which is cnsidered the heart f gvernance and thus indispensable, regardless f the type f cmpany, its size r stage f develpment. The gal is thus t prvide a detailed verview f the manner in which individual directrs can - prfessinally - fulfil their legal bligatins, cmply with crprate gvernance rules, and meet the cmpany's expectatins. Indeed, directrs have nt nly bligatins but als rights, bth f which must be clearly identified and explained. That's why the Tlkit, with its unique apprach, is a useful cmplement t the crprate gvernance cdes and best gvernance practices fr individual directrs. 5 G U B E R N A
6 3. Cntent f the Tlkit 1. The guidelines set frth in the Tlkit are based first and fremst n the laws and existing cdes as well as the crprate gvernance charters, cdes f cnduct and publicatins f GUBERNA. The Tlkit will further evlve and develp based n the expertise, cmments and suggestins f GUBERNA's members. 2. The Tlkit frmulates guidelines fr the 4 stages in the "life" f a nn-executive directrship, frm the preparatry stage and appintment, thrugh the end f the directr's term f ffice, including perfrmance and evaluatin f the directrship. 3. Cncretely, the Tlkit prpses answers t questins cmmnly raised by directrs: Hw shuld I fulfil my rle as directr? What is expected f me in rder t be a gd directr in all pssible gvernance scenaris? What d I need t knw and hw can I acquire this knwledge? What infrmatin d I pssess? Hw d I btain and lk fr additinal infrmatin? Hw d I act in the face f uncertainty? Hw shuld I cnduct myself with my fellw directrs, members f management, sharehlders and third parties? 4. The Tlkit als intends t prvide directrs with a cmprehensive set f reference pints and t serve as a surce f inspiratin t understand what the applicable laws and nrms mean in practice, alng with the expectatins f and demands placed n directrs. 4. Intended user(s) f the Tlkit 1. The Tlkit is addressed first and fremst t nn-executive directrs, that is directrs wh d nt play an peratinal rle in the cmpany. 2. Since independent directrs are, by definitin, nn-executive directrs, the Tlkit is als relevant t them. 3. Many parts f the Tlkit may als be relevant t executive directrs, that is directrs wh hld an executive psitin and have executive respnsibilities within the cmpany. 4. Or curse, any member f a management rgan can als take an interest in, draw inspiratin frm and put int practice the Tlkit's guidelines, within bth limited cmpanies and ther crprate frms (fr example, a private limited-liability cmpany r a cperative cmpany) nt t mentin nn-prfit rganisatins. 6 G U B E R N A
7 5. Scpe, bjectives and limitatins f the Tlkit The guidelines are addressed t individual nn-executive directrs. They are thus nt relevant t the functining f the bard f directrs as a whle, but can nnetheless be used t assist and guide directrs in rder t imprve the dynamic n the bard f directrs, the bdy t which they belng. The Tlkit's guidelines are based n the assumptin that the cmpany wishes t achieve quality gvernance. Sharehlders, be they majrity r reference, must, when a nn-executive directr takes up ffices, allw him r her t carry ut his r her duties in the framewrk f gd crprate gvernance. Otherwise, the directr will be unable t prperly fulfil his r her duties. The Tlkit's guidelines are nt sufficient. The skills, expertise and persnal qualities necessary t serve as a directr are bviusly indispensable prerequisites t quality gvernance. The bjective f the Tlkit is nt t prduce mre rules and regulatins, give rise t additinal legislative initiatives, r take the place f any statutry r regulatry prvisin binding n a directr. Nr is it simply a checklist f the frmal bligatins and respnsibilities f directrs. The Tlkit's guidelines are subject t certain limitatins. The Tlkit and its Annexes d nt intend t: 1. Answer legal questins regarding the definitin, applicatin and scpe f the rights r duties and bligatins f directrs. 2. Develp a mechanism fr versight by the curts and tribunals r prpse a restrictive legal framewrk. The guidelines are addressed slely t the directrs cncerned and shall nt cnstitute under any circumstances factrs n the basis f which any act f management can be judged ex pst fact. 3. Serve as criteria that wuld allw the identificatin r determinatin f a "gd" r "bad" directr. While bservance f the Tlkit's guidelines is undubtedly necessary fr quality gvernance, such cmpliance is under n circumstances sufficient t achieve this gal. 4. Be exhaustive. The Tlkit favurs an elementary glbal apprach. It is up t each directr, depending n the type f cmpany - SME, family business, listed r unlisted cmpany, cmplex grup structure, public crpratin, nn-prfit, etc. - t determine the extent t which certain elements f the Tlkit are useful. 7 G U B E R N A
8 6. Structure and use f the Tlkit The Tlkit is structured arund 4 phases: appintment f the directr (phase I), perfrmance f the directrship (phase II), evaluatin f the directrship, either during the curse f the year r n the ccasin f a decisin t renew the directr's term f ffice (phase III), and the end f the directrship (phase IV). T prmte implementatin f the Tlkit, GUBERNA has frmulated a series f general principles and guidelines which each directr can use as a practical guide. The Tlkit is cmpleted by Annexes and Dcuments. The Annexes cntain detailed infrmatin that supplements the Tlkit. The Dcuments are general reference dcuments fr use in practice; they d nt refer t a specific type f gvernance. It is always the directr's respnsibility t verify the relevance f a particular Dcument befre using it, depending n the cntext in which the directr is perfrming his r her duties. The Tlkit emphasizes the basics, i.e. the minimum requirements f which a directr shuld be aware in rder t prperly perfrm his r her duties. Finally, the Tlkit pays particular attentin t qualitative and behaviural prvisins which are nt dealt with in detail by the laws and gvernance cdes. 8 G U B E R N A
9 STAGE I. APPOINTMENT 1. A directr takes steps t be adequately infrmed befre accepting an appintment L administrateur (nn exécutif) s infrme sérieusement avant d accepter un mandat. The general meeting f sharehlders 1 has the pwer t appint directrs 2 and determine their number, the duratin f their term f ffice and their verall cmpensatin. The decisin t accept a directrship shuld nt be taken lightly. Befre accepting an appintment, the ptential directr must take steps t ensure that he r she is adequately infrmed. 1.1 The ptential directr studies general and financial infrmatin abut the cmpany made available t the public thrugh varius channels, fcussing his r her attentin n infrmatin abut the structure, strategy, risk expsure and general state f health f the cmpany. This infrmatin will prvide an initial verview f the ptential directr's affinities having regard t the cmpany, its visin and values. The ptential directr shuld nt cnfine his r her research t publicly available infrmatin but rather shuld take an interest in any relevant surce f infrmatin. Annex 1: Publicly Available Infrmatin Abut the Cmpany - What Infrmatin D I Need? 1.2 The ptential directr requests frm the chairpersn f the cmpany's bard f directrs, f frm any ther relevant persn, nn-public infrmatin abut the cmpany and the chair's pinin n the cmpany's strengths, weaknesses, pprtunities the cmpany can take advantage f, and threats facing it. He r she als requests a cpy f the cmpany's articles f assciatin and internal cdes and charters, if any. The ptential directr cntacts any ther persn (auditr, accuntant, etc.) capable f prviding specific infrmatin abut the cmpany. Annex 2: Nn-public Infrmatin Abut the Cmpany - What Infrmatin D I Need? 1.3 In the curse f his r her research, the ptential directr must als seek ut infrmatin abut the specific rle f the chairpersn f the bard f directrs, the duties f the bard f directrs (and f its cmmittees), the bard's relatins with sharehlders, and the rle attributed t individual directrs. The ptential directr must als dcument the manner in which tp management is appinted and crprate strategy determined. Annex 3: What is the Rle f the Chairpersn f a Bard f Directrs? 1.4 During this preparatry phase, the ptential directr btains infrmatin abut the cmpany's risk management and abut the cmpany's assessment, handling and cverage f risks. Mrever, the (ptential) directr inquires abut the precise terms f the cmpany's D&O insurance plicy. 1 It shuld be nted that the general meeting f sharehlders is nt respnsible fr appinting the managing directr. The general meeting appints the directrs, while the bard f directrs decides, if applicable, t delegate its daily managerial authrity, either t ne f its members (a managing directr) r t anther persn (a daily manager). 2 In the event f a vacancy n the bard f directrs, unless the cmpany's articles prvide therwise, the bard f directrs (the remaining directrs) can appint a directr t temprarily fill the pen directrship (by means f cptatin). In this case, the directr's appintment is cnfirmed at the first general meeting held thereafter. 9 G U B E R N A
10 Particular attentin shuld be paid t: A. newly established cmpanies, abut which it is abslutely necessary t be infrmed n the financial and strategic levels, amngst thers, including market studies, given the little publicly available infrmatin; B. grup subsidiaries, fr which it is f paramunt imprtance t verify the general features f the functining f the cmpany, access t infrmatin, and the rle, psitin and cmpensatin f nn-executive members f the bard f directrs; C. family businesses, fr which it is als necessary t study in particular the histry f the business, its culture f penness, its maturity in terms f gvernance, etc. 1.5 The ptential directr reaches a clear agreement with the chairpersn f the bard f directrs n the terms and cnditins fr the exercise f his r her ffice, in particular the functining f the bard and access t the infrmatin it pssesses. He r she ensures that tp management is willing t be cmpletely pen with him r her, in his r her capacity as a nn-executive directr, s that he r she can perfrm his r her directrship in a prfessinal manner. 1.6 The ptential directr btains infrmatin abut the appintments prcedure and prvides the chairpersn f the bard f directrs with any relevant persnal infrmatin, his r her CV, references, and infrmatin abut ffices held within ther cmpanies, s that the bard f directrs, and pssibly the appintments cmmittee, can study his r her candidature in depth. These duties are applicable and this infrmatin must be prvided regardless f whether the directr is a natural persn r a legal entity. It is recmmended that infrmatin abut the ptential directr (natural r legal persn) be treated with the strictest cnfidence by the chairpersn f the bard f directrs r at least that the ptential directr be clearly infrmed f the cnfidentiality affrded his r her candidature. 1.7 The ptential directr requests the (pen) directrship prfile and studies the specific reasns why this psitin is being filled. He r she inquires abut the current cmpsitin f the bard f directrs and the prfiles f the ther directrs (independent directr, sharehlder representative, etc.). The ptential directr questins his r her ability t meet the cncrete needs f the cmpany and the necessary availability t perfrm his r her duties. The ptential directr als has the right t be infrmed f the duties he r she is expected t perfrm. Annex 4: What Prfile is Being Sught? Match Test Between My Prfile and the Desired Prfile DOCUMENT A: Checklist t Develp a Directr Prfile DOCUMENT B: General Prfile (Basic Characteristics) and Specific Prfile (Additinal Selectin Criteria) DOCUMENT C: Directr Selectin and Appintment Prcess 1.8 Befre accepting an appintment, a ptential directr wh hlds a psitin f management r a directrship in anther cmpany infrms the chairpersn f the bard f directrs f this (these) cmpany(ies) accrdingly. The ptential directr ensures that he r she culd have n cnflicts f interest. 10 G U B E R N A
11 1.9 The ptential directr btains infrmatin abut the cmpany's remuneratin plicy fr directrs. He r she then cnsiders whether the prpsed remuneratin is in line with the required services based n the fllwing factrs, amngst thers: - investment in terms f time and mney assciated with perfrmance f the directrship; - number f bard meetings (cmmittees, additinal assignments); - psitin, size, cmplexity and (risk) expsure f the cmpany The new directr takes steps t deepen his r her knwledge f the cmpany, its activities, structures, strategy, management, sharehlders and ther stakehlders. Insfar as pssible, he r she tries t becme acquainted with ther directrs and members f tp management (persnality and prfessinal prfile) and, if applicable, with the auditr r accuntant, if this ffice is exercised internally within the audit cmmittee. The new directr makes gd use f the initial training pprtunities that are - and shuld be - ffered by the cmpany, visits t prductin sites, and ther prpsals made t meet varius crprate actrs. Annex 5: Intrductry Prgramme fr a New Directr. What Mre Detailed Infrmatin D I Need? 1.11 It is in the ptential directr's interest t have set dwn in writing the prpsal t appint him r her directr as frmulated by the chairpersn f the bard f directrs - thrugh the signature f a frmal letter r cntract cntaining the mst imprtant terms and cnditins f the ffice he r she is t exercise, such as the expected investment in terms f time, the principles f remuneratin, and references t the terms f the D&O insurance. This letter r cntract shuld als determine the status under which the directr agrees t perfrm the directrship (self-emplyed natural persn r legal entity). The directr shuld be aware f the cnsequences arising frm his r her chice f status. Annex 6: Setting Dwn in Writing a Directrship Offer DOCUMENT D: Standard Directrship Offer Letter 1.12 The ptential directr is in all cases bliged t bserve the strictest cnfidentiality and discretin cncerning all infrmatin, in particular nn-public infrmatin, entrusted t him r her during this explratry phase, regardless f whether the ptential directr decides t accept r decline the ffer r whether the cmpany decides t cnfer n him r her this ffice. 11 G U B E R N A
12 STAGE II. PERFORMANCE OF THE DIRECTORSHIP 1. A directr is fully aware f the duties incumbent n him r her in the exercise f the directrship A directr seriusly cnsiders the duties incumbent n him r her as directr and thse the bard f directrs is expected t fulfil. He r she nt nly takes a frmal apprach t these duties but als pays particular attentin t prmtin f the cmpany's develpment and reputatin. He r she cntributes t develping and imprving the dynamic n the bard f directrs and btains all infrmatin abut files r situatins that are crucial fr the cmpany in rder t be able t cntribute t the cmpany's perfrmance and cntinued, balanced develpment. 1. A directr spends sufficient time preparing fr meetings f the bard f directrs. He r she studies the agenda fr the meeting and the bard's file. If necessary, the directr requests additinal infrmatin r dcuments. During bard meetings, the directr cntributes t the discussin and participates in the cllective decisin-making prcess. 2. A directr is cmmitted t furthering the strategic chices f the cmpany and t fulfilling, t the best f his r her abilities, his r her rle as a critical sunding bard. 3. A directr is aware f his r her legal respnsibility, in particular when it cmes t taking risky decisins. A directr evaluates, t the best f his r her abilities, the scpe and influence f the risks, as wuld a reasnably prudent and diligent directr. 4. A directr pays sufficient attentin t the human aspects f his r her ffice. A directr uses his r her interpersnal and diplmatic skills in rder t handle difficult files and delicate questins apprpriately. 5. A directr discharges his r her supervisry duties (financial audit, versight f the steering cmmittee r management cmmittee, supervisin f tp management, mnitring the implementatin f decisins adpted by the bard, etc.) t the best f his r her abilities. 6. A directr is fully invlved in the (varius) cmmittee(s) t which he r she belngs. 7. A directr ensures that he r she is sufficiently present and available. 12 G U B E R N A
13 2. A directr is familiar with and respects the statutry framewrk, the applicable cdes and the cmpany's articles A directr is a representative f the cmpany, entrusted with perfrming acts in the name and n behalf f the cmpany. A directr des nt incur persnal liability fr the cmpany's cmmitments. A directr is a member f the bard f directrs. The bard f directrs is a crprate rgan that interacts with ther rgans (fr example, the general meeting f sharehlders r the management cmmittee). The cmpsitin, prcedures and pwers f the bard f directrs, as well as the ffice f directr, are gverned by a series f mandatry statutry and regulatry prvisins and the cmpany's articles. 1. A directr must be aware f his r her rights, as well as his r her statutry duties and bligatins in rder t apply them crrectly and respect them. Annex 7: Selected Statutry Rights, Duties and Obligatins f a Directr 2. A directr can request assistance researching and interpreting legal infrmatin. A directr must respect the spirit f and abide by the applicable legislatin, in the frmal and material sense f the term. A directr must be aware f the liability that can arise frm the exercise f his r her ffice and fr mismanagement and vilatins f the laws, rules, articles and/r gvernance cdes f the cmpany. 3. A directr ensures that he r she is familiar with and understands the cmpany's articles, the main prcedures in effect, the gvernance cdes and charters, and the ethics cdes applicable within the cmpany r in the cmpany's area f activity. He r she supprts their applicatin by the bard f directrs. 4. A directr is familiar with the distinctin between managerial authrity (wh shuld take a decisin) and the pwer t represent the cmpany (wh can sign in the name f the cmpany). 5. A directr acts within the limits f the authrity and pwers specifically assigned t him r her by law, the cmpany's articles, r the by-laws f the bard f directrs r its cmmittees. 6. A directr keeps himself r herself infrmed f changes t the laws and regulatins, as well as the evlutin f gd crprate gvernance practices. 13 G U B E R N A
14 3. A directr acts with integrity 1. A directr acts ethically and with integrity (base f minimum requirements fr mral values) in accrdance with the applicable gvernance cdes and cmpany practices. A directr is able t describe the behaviur and identify the cmmn values f the cmpany (fr example, respect, dialgue, tlerance, diversity r pluralism). 2. A directr has the persnal and prfessinal qualities that meet the highest definitin and mst demanding standards in terms f integrity, hnesty and lyalty. A directr rganises his r her persnal and prfessinal life s that it des nt interfere with r hinder the exercise f his r her prfessinal functins. A directr maintains under all circumstances his r her independence f analysis, decisinmaking and actin and rejects any frm f pressure. 3. The integrity f a directr includes - at the very least - respect fr bth the letter and intentin f written and unwritten rules and custms in place within the cmpany. 4. A directr is familiar with, fllws and cmplies with the prcedures put in place within the cmpany t avid and/r reslve cnflicts f interest. When relevant, a directr will ntify and infrm the ther directrs f his r her interests, clearly and in tempre nn suspect. T this end, the directr will cntact the designated persns within the cmpany. 5. A directr participates in the develpment and prmtin f a culture f hnesty. Hnesty cnsists f irreprachable behaviur, with regard t bth the laws and the cmpany's internal rules, as well as the generally accepted definitin f hnesty (uprightness, lyalty, etc.). A directr des nt participate in any way in unlawful transactins and des nt use unlawful means t perfrm his r her duties. A directr draws a clear line between the perfrmance f his r her fficial duties fr the cmpany and the prmtin f ther prfessinal r business activities r executive respnsibilities. A directr des nt use his r her ffice r the infrmatin btained further theret fr purpses ther than t manage and represent the cmpany. A directr des nt participate in the creatin f misleading situatins and des nt spread r state incrrect infrmatin. 6. A directr is incrruptible. A directr takes care t maintain his r her free will and t ensure that he r she is free f all pressure when taking decisins. 7. A directr is lyal. A directr is faithful t his r her cmmitments. Such lyalty is cnstant and shuld be displayed prir t taking up the directrship, during the appintment prcess and perfrmance f the directrship, and after the end f the directr's term f ffice. 8. A directr is trustwrthy. He r she is capable f safely maintaining the cnfidence f infrmatin received. A directr acts in a curteus manner and maintains relatins characterised by gd faith, in rder t preserve the cnfidence and trust required by his r her ffice. 14 G U B E R N A
15 9. A directr is respnsible. A directr acts with diligence and efficiency. He r she behaves and takes decisins in a respnsible manner. A directr displays cautin and reserve in the exercise f his r her duties. A directr refrains frm hlding indiscrete r indelicate cnversatins abut any infrmatin that is brught t his r her attentin bth during and utside the perfrmance f his r her duties. A directr respects his r her cmmitments and assumes the cnsequences f his r her behaviur (acts and/r missins). A directr discharges the duties cnferred n him r her, in pursuit f the cmpany's bjectives, t the best f his r her abilities and with discernment. A directr is in general true t his r her cmmitments. 15 G U B E R N A
16 4. A directr acts in the cmpany's interest A directr defends the cmpany's interest, in the lng-term and cntinuusly. A directr understands the substance and cntent f the cmpany's interest, as expressed and defined by the bard f directrs. He r she is able t distinguish the cmpany's lng-, medium, and shrt-term interests, in light f its crprate purpse, as defined in the articles. Likewise, a directr is cncerned with the interests f the cmpany's sharehlders and ther stakehlders, including when the cmpany frms part f a grup. A directr cnsistently and cntinuusly perfrms his r her duties in the best interest f the cmpany. He r she uses his r her skills, knwledge and experience t develp and prtect the cmpany. 1. A directr strives t treat all sharehlders equally and withut distinctin and ensures that the legitimate interests f ther stakehlders are respected. 2. A directr avids all pssible cnfusin f interests. In this regard, a directr ensures respect fr the prcedures put in place within the cmpany t avid and/r reslve cnflicts f interest. 3. A directr ensures that an internal audit is adequately rganised and that all transactins are crrectly justified and explained in light f the crprate interest. The dcuments cntaining these justificatins and explanatins (minutes f bard meetings, etc.) shuld remain accessible fr internal and external review. 4. A directr infrms the bard f directrs when he r she feels that a decisin is capable f seriusly harming r jepardizing the cntinuity f the cmpany's business r its interest. In this case, the directr can and shuld ensure that his r her pinin is set dwn in the minutes f the meeting. 5. A directr develps and encurages reflectin within the bard f directrs which cntributes t the prtectin f the cmpany's interest. 16 G U B E R N A
17 5. A directr always strives t take a psitin with cmplete independence Althugh a directr is a member f a cllegial bdy, he r she strives t maintain independence f judgment. The "independence" f a directr is abve all a state f mind. A directr des nt let his r her analysis r decisins be influenced by his r her persnal (financial r ther) interests r by pssible relatins with certain sharehlders r stakehlders. Independence is required f each directr. This independence f mind and thught differs frm that required by the statutry criteria fr an independent directr, as set ut in Article 526ter f the Cmpany Cde and Annex A t the 2009 Crprate Gvernance Cde. Mrever, particular attentin shuld be paid t: the cncept f an "external directr"; the specificities f crprate grups; family businesses and the culture within such businesses. 1. A directr defines his r her visin f the cmpany's strategy, results, key appintments and means, n the basis f an independent, critical assessment. 2. A directr ensures that he r she understands the criteria fr independence set frth in the gvernance cdes as well as the statutry definitin f and prcedures applicable t independent directrs. He r she is als aware that cmpliance with the frmal criteria fr independence des nt guarantee, in and f itself, an independent state f mind. 3. A directr knws that a certain degree f financial independence favurs independent thinking, althugh such financial independence is necessary but nt sufficient t ensure an independent mind. 4. A directr displays, at his r her wn initiative, cmplete transparency with regard t his r her persnal, privileged, family r business relatins with ther directrs, sharehlders, members f tp management and ther stakehlders in the cmpany. In this way, the bard f directrs is able t crrectly assess the directr's degree f independence. 5. A directr is aware f his r her statutry bligatins, in particular the need t respect Article 523 f the Cmpany Cde n cnflicts f interests. He r she refrains frm taking part in deliberatins and decisins f the bard f directrs (r f any f its cmmittees) when faced with a cnflict f interest. 17 G U B E R N A
18 6. A directr is a member f a bard A directr cannt act alne in place f the bard f directrs r a bard cmmittee. He r she is a member f a team f directrs wh frm a cllegial bdy which strives t develp the cmpany thrugh deliberatins and decisins. It is in this cntext that a directr develps his r her thughts, clearly vices his r her questins and pinins, and shares them with his r her fellw directrs. He r she tries t cnvince the bard f the relevance f his r her thughts and pinins. The bard f directrs deliberates as a bdy, with the directrs participating in a discussin during which they exchange pints f view and at the utcme f which they take a jint decisin. Each directr participating in the discussin has thus had an pprtunity t influence the decisin which, nce taken, becmes that f the bard. Each member is thus respnsible and cnsequently assumes cllective respnsibility. The directrs and the bard agree, at the start f each year, n an agenda f meetings t be held thrughut the year. The agenda fr each meeting is determined based n essential subjects fr the cntinued develpment f the cmpany. A directr knws that a cllegial atmsphere, trust, mutual respect and cperatin between bard members cntribute t the prper functining f the bard f directrs. A new directr becmes acquainted with the ther directrs and key persns within the cmpany as sn as pssible. 1. A directr acquires the necessary credibility by attending in persn meetings f the bard f directrs. His r her effective participatin in bard meetings cntributes t cnstructive interactin with ther bard members, which in turn facilitates the accmplishment f cmmn tasks. A directr can nly be represented at a bard meeting, by anther directr, under exceptinal circumstances and in accrdance with the applicable statutry prvisins and the cmpany's articles. 2. A directr shares his r her experience, cntacts and netwrk with the bard f directrs and the cmpany's tp management. 3. A directr supprts the chairpersn's duty t ensure the prper cmpsitin and functining f the bard. He r she prmtes within the bard a culture f recurse t independent r utside (external) directrs. 4. A directr is always able t frmulate criticism. Respect fr his r her fellw directrs r friendships shuld nt prevent a directr frm expressing his r her pinin. A directr des nt hesitate t ask questins r t express reservatins when he r she feels that a given decisin is capable f seriusly harming r jepardizing the cntinuity f the cmpany's business r the crprate interest, and requests that his r her reservatins r dissenting pinin be recrded in the minutes f the meeting. 5. In rder t cntribute t a healthy atmsphere n the bard, a directr respects the rules f cnfidentiality f the bard f directrs and the cmpany's cmmunicatin plicy. 6. A directr pays clse attentin t dcuments received befre, during and after bard meetings. He r she infrms the chairpersn f the bard withut delay f his r her cmments n draft minutes received r any ther dcument. 7. A directr is always except in the event f vilatins f the prvisins f the Cmpany Cde r the cmpany's articles prepared t assume jint respnsibility and t ensure that the decisins taken by the bard are prperly executed. A directr is willing t defend t third parties any decisin taken by the bard (even thse which were nt apprved unanimusly). 18 G U B E R N A
19 8. A directr refrains frm accepting a psitin in anther cmpany if it clearly appears that the tw cmpanies are cmpetitrs. 9. When faced with a cnflict f interest r in the event f dubt as t the existence f such a cnflict, a directr immediately infrms his r her fellw directrs, leaves the meeting f the bard f directrs in a timely manner, and des nt take part in the deliberatins r decisin-making. 10. A directr cntributes t the develpment f a cnstructive envirnment n the bard f directrs. 19 G U B E R N A
20 7. A directr values respect fr and interactin with tp management, sharehlders and ther stakehlders The specific cmmunicatin f the bard f directrs shuld be distinguished frm that f the cmpany's tp management (the managing directr, daily manager, general manager). In additin t the statutry infrmatin bligatins incumbent n directrs and the bard f directrs, cntinuus dialgue and exchange with tp management, sharehlders and the main stakehlders shuld be favured. 1. An individual directr, while abiding by the cmpany's internal and external cmmunicatin plicy, stimulates, prmtes and participates in such dialgue, which reinfrces a climate f trust. 2. A directr pays attentin t the cncerns that can arise frm meetings with tp management, the sharehlders in general meeting, and ther stakehlders. 3. A directr deliberates, within the bard f directrs, n the manner in which (cnditins fr participatin and cperatin) dialgue shuld be established between the bard, the sharehlders in general meeting, tp management and ther stakehlders. 4. A directr cmpares the expectatins f the parties (sharehlders, management and stakehlders) with the cmpany's ability t meet these expectatins. Dialgue with sharehlders Befre every general meeting f sharehlders, a directr participates, within the limits determined by the bard f directrs, in the cnstructin and preservatin f dialgue and the exchange f infrmatin with sharehlders. During the general meeting f sharehlders, a directr is present and prepared t participate in the general meeting in a useful manner, alng with the ther directrs. After the general meeting f sharehlders, a directr cntinues t prmte within the bard f directrs the greatest transparency with regard t sharehlders. He r she pays attentin t the implementatin f decisins taken by the general meeting. Dialgue with tp management Dialgue between a directr and members f tp management must take int accunt and respect the exercise f tp management's respnsibilities. A directr des nt interfere with the peratinal duties f tp management. Further t his r her right t be infrmed, a directr maintains dialgue with the members f tp management. A directr must pssess and receive infrmatin he r she requests in rder t be able t perfrm his r her duties. A directr questins tp management in accrdance with the rules and prcedures defined by the bard f directrs r the chairpersn f the bard. A directr strives t btain the infrmatin he r she deems indispensable in rder t deliberate in an infrmed manner at bard meetings. T this end, a directr can request, and even demand, additinal infrmatin frm tp management. 20 G U B E R N A
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