3. Functioning of the Board

3.1 Frequency

3.1.1 Meetings of the Board of Directors are called by the Chairman, the Vice-Chairman or by the Director substituting, as often as the interests of the Company demand. They must also be called on the request of at least two Directors.

Each year the Board of Directors establishes its calendar of meetings for the ensuing year and plans for six to eight meetings. Additional meetings will be convened each time the interests of the Company it require.

3.2 Preparation

The Chairman of the Board of Directors draws up the agenda for meetings following consultation with the Vice-Chairman of the Board of Directors and the Chairman of the Executive Committee.

He ensures that Directors receive precise detailed information with sufficient notice prior to meetings.

Directors may also request all useful additional information, in accordance with the nature of the matter, from the Chairman of the Board of Directors, the Chairman of the Executive Committee or the secretary of the Board.

They may also make use of independent professional advice at the expense of the Company, by prior agreement with the Board of Directors or, in emergency situations, by the Chairman or Vice-Chairman of the Board of Directors.

3.3 Procedure, quorum and deliberation

Meetings of the Board of Directors are presided over by the Chairman and, failing this, by the Vice-Chairman.

The Board cannot validly transact business unless the majority of its members are present or represented. The quorum of those present shall be calculated in relation to the number of Directors voting and without taking account of those who, in application of the Companies Code are obliged to withdraw from the deliberations. If the number of Board members is insufficient, the Directors are called by registered letter to a further meeting. A quorum is not required at the second meeting.

In the majority of cases, decisions are taken by consensus. In the event of a vote, Company's Articles of Association stipulate that resolutions are passed by a majority of votes; should there be a tie, the vote of the Chairman of the meeting shall be decisive.

3.4 Conflicts of interest

Each Director acts without conflict and always puts the interests of the Company before his individual interests. Each member of the Board arranges his personal and business affairs so as to avoid direct and indirect conflict of interest with the Company.

All Directors inform the Board of conflicts of interest as they arise and abstain from participating in discussions and deliberations on the matter involved in accordance of the relevant provisions of the Companies code.

Any abstention from voting, motivated by a conflict of interest is disclosed in accordance with the relevant provisions of the Code of Companies.

The Board has a long established procedure for transactions or other contractual relationships between the Company, including its related companies, and its Board members (or the companies with which they have a close relationship), which are not covered by the legal provisions on conflict of interest, as follows: if the interests at stake could be conflicting, the Board member concerned by the transaction informs the Board and abstains from participating in the deliberations and abstains from voting. In such case, the Board will be particularly attentive that the approval of the transaction is motivated by the Company’s interests only and that it takes place at arms length. The minutes relating to the discussion and decision concerning the issue, object of the conflict will mention the abstention and the nature of the conflict. Each year the Directors make a report to the Board describing, as the case may be, all relationships between them or the companies with which they (or a close family member) have a close link (such as an executive function, a directorship, a controlling shareholding), and the Company including its related companies.

3.5 Confidentiality

Directors cannot use the information obtained in their capacity as Director for purposes other than for the exercise of their mandate. They have an obligation to handle with caution the confidential information received in their capacity as Director.

3.6 Minutes and excerpts

Minutes reflecting the deliberations and decisions of the Board are drafted by the Secretary of the Board in the language of the meeting and submitted for approval to the Board of Directors. They are signed by all the members present at the meeting. According to the Articles of Association, in case a Director refuses to sign, a mention of this refusal is made in the minutes.

Excerpts of the minutes for disclosure in justice or elsewhere are signed by two Board members.