Board of Directors Rules of Procedure

Transcription

1 Bard f Directrs Rules f Prcedure updated n 28 August 2012 ID LOGISTICS GROUP A French crpratin (sciété annyme) with share capital f 2,737,240 Head ffice: 410, rute du Mulin de Lsque Cavailln RCS AVIGNON Page 1 f 14

2 Fllwing the prceedings f 28 August 2012, the Bard f Directrs f ID LOGISTICS GROUP (the "Cmpany") has drawn up its Rules f Prcedure as per the fllwing terms which are annexed t the Minutes f prceedings f that meeting. ARTICLE 1 PURPOSE OF THE RULES OF PROCEDURE The Bard f Directrs is subject t the prvisins f the Cmmercial Cde and f Articles 12 t 16 f the cmpany's bylaws. The purpse f these Rules f Prcedure is, in the best interest f its members, f the cmpany and f its sharehlders: t remind members f the Bard f Directrs f their varius duties, t cmplement the legal, regulatry and statutry rules in rder t lay dwn the peratinal prcedures f the Bard f Directrs. It is applicable t all Directrs. The bligatins arising frm these rules are applicable t bth permanent representatives f a legal entity and Directrs in their wn name. These Rules f Prcedure include the prvisins n bligatins applicable t members f the Bard f Directrs relating t the pssessin f inside infrmatin. ARTICLE 2 ROLE OF THE BOARD OF DIRECTORS Thrugh the exercise f its legal pwers, the Bard f Directrs: determines the future directins fr the cmpany's business and sees t their implementatin; addresses any issue pertaining t the prper running f the cmpany and settles, thrugh its prceedings, all matters relating t it, defines the cmpany's financial cmmunicatin plicy, sees t the quality f infrmatin prvided t sharehlders and t the markets, carries ut all inspectins and verificatins that it deems apprpriate, and in particular management cntrl, gives authrisatin prir t the signature f regulated agreements, chses the methd f rganisatin f senir management: separatin r cmbinatin f the rles f Chairman and CEO, appints and dismisses the Chairman, the CEO, and Deputy CEOs, defines the remuneratin plicy f the senir management and, where applicable, distributes amng Directrs the ttal amunt f attendance fees decided by the Sharehlders' Meeting, may c-pt Bard Members in accrdance with the applicable regulatins, may create Cmmittees fr which it appints the members and defines the duties as well as the peratinal prcedures,

3 draws up management planning dcuments, adpts the annual financial statements submitted t the Sharehlders' meeting fr apprval, calls Sharehlders' meetings and sets the agenda, determines, in the event f allcatin f stck ptins r bnus shares, the number f bnus shares r shares resulting frm the exercise f ptins that Executive Directrs are required t retain until the terminatin f their duties, reprts n its activity in the reprt t the Sharehlders' Meeting, apprves the reprt frm the Chairman f the Bard f Directrs. It may als take up any issue relevant t the prper running f the cmpany. ARTICLE 3 COMPOSITION OF THE BOARD OF DIRECTORS General individual bligatin Each Directr shall see t it that he maintains, in all circumstances, his independence f analysis, judgement, decisin and actin and rejects any pressure, whether direct r indirect, that may be exerted upn him by Directrs, specific sharehlder grups, creditrs, suppliers and any third party in general. The Directr undertakes nt t seek r accept frm the Grup, directly r indirectly, benefits that culd be cnsidered as cmprmising his independence. He undertakes nt t be influenced by any factr nt in keeping with the cmpany's interest that is his duty t defend. Recgnitin f the status f "independent" Directr The independence f Bard Members is characterised by the absence f any significant financial, cntractual r family relatins likely t influence their independent judgement. In rder t qualify ne f its members as independent, the Bard f Directrs shall assess, n a case by case basis, the status f each member with regard t the fllwing criteria: - he shall nt be an emplyee r an Executive Directr f the cmpany r f a cmpany f its grup and shall nt have been s ver the last three years; - he shall nt be a significant custmer, supplier r banker f the cmpany r f its grup r fr whm the cmpany r its grup represents a significant percentage f business; - he shall nt be a key sharehlder f the cmpany; - he shall nt have any clse family ties with a senir executive r key sharehlder f the cmpany; - he shall nt have been an Auditr f the cmpany ver the last three years. The Bard may cnsider a member t be independent althugh he des nt meet all the criteria f independence and, vice-versa, it may cnsider a member nt t be independent althugh he meets all the criteria f independence. The Bard must then justify its stance.

4 Fr the appintment f a new member, r renewal f the term f ffice f ne f its members, the Bard f Directrs shall review the status f the said member in the light f the criteria set ut abve. Each member classified as independent shall infrm the Chairman as sn as he becmes aware f any change in his persnal situatin with regard t the same criteria. General bligatins ARTICLE 4 DUTIES OF DIRECTORS Each member f the Bard f Directrs is required t take nte and cmply with these Rules f Prcedures, the Cmpany's bylaws, as well as the main laws and regulatins which gvern French crpratins (Sciétés Annymes) with a Bard f Directrs, and in particular: - the rules restricting the plurality f ffices, - thse relating t agreements and transactins cnducted directly r indirectly between the Directr and the cmpany. As regards cmpliance with the rules n the plurality f ffices in particular, it is recalled that an individual shall nt hld simultaneusly mre than five ffices f CEO, member f the Executive Bard, sle CEO, Directr r member f the Supervisry Bard f crpratins having their head ffice in France (Fr this calculatin,terms f ffice as Directr r member f the Supervisry Bard f cmpanies cntrlled by a cmpany in which the Directr is already a senir executive are nt taken int accunt). Each Directr is advised t infrm the Chairman f any new term f ffice as senir executive that may be prpsed t him and t asses with him, if necessary, the cmpatibility f these new functins with thse already exercised in the Cmpany. Each Bard Member expressly undertakes t cmply with the ethical bligatins set ut belw: Duty t act in gd faith and nn-cmpetitin bligatin The duty t act in gd faith requires members f the Bard f Directrs nt t act, under any circumstances, in their wn interest against that f the cmpany in which they are a Directr. The Directr represents all sharehlders and shall, in all circumstances, act in the interest f the cmpany being in the cmmn interest f sharehlders. The duty t act in gd faith impses a nn-cmpetitin bligatin n the Directr. Thrughut his term f ffice (and fr a perid f tw years fllwing its terminatin), each Bard Member undertakes nt t exercise any functin whatsever in a cmpany which is in cmpetitin with the Cmpany r cmpanies that it cntrls.

5 If a situatin shws r may shw a cnflict between the cmpany's interest and his direct r indirect persnal interest, r the interest f the sharehlder r the grup f sharehlders whm he represents, the cncerned Directr shall: - infrm the Bard as sn as he is aware f the cnflict, - and accept the implicatins theref as regards the exercise f his ffice. Hence, depending n the case, he shall: - either refrain frm taking part in the vte n the matter in questin, - r nt attend Bard f Directrs' meetings ver the perid when he is in a situatin f cnflict f interests, - r resign frm his ffice as Directr, Nn-disclsure shall be cnstrued as an acknwledgement that n cnflict f interest exists. The Directr's liability may be incurred in the event f nn-cmpliance with these abstentin r withdrawal rules. Mrever, the Chairman f the Bard f Directrs shall nt be required t frward t Directr(s) that he has serius reasn t believe are in a situatin f cnflict f interests, infrmatin r dcuments relating t the cnflictual matter, and shall infrm the Bard f Directrs f his decisin nt t d s. Duty f disclsure In rder t prevent the risks f cnflicts f interest and enable the Bard f Directrs t prvide sharehlders and the markets with gd quality infrmatin, each Directr shall disclse t the Cmpany: As sn as the fllwing is paid t, wed by r due t a cmpany cntrlled by the Cmpany r a cmpany that cntrls it: any remuneratin, attendance fees and benefit f any type, including in the frm f allcatin f equity r debt securities, securities giving access t the capital r t ptins, paid r t be paid in respect f the year ended, as the case may be, by distinguishing between the fixed, variable and exceptinal cmpnents they are made up f, as well as the criteria n the basis f which they have been calculated r the circumstances by virtue f which they have been established; any type benefit relating t these remuneratin factrs, cmpensatins r benefits due r likely t be due n accunt f the assumptin, terminatin r change f duties r subsequent t these, whether r nt these benefits result frm a cntract f emplyment; any supplementary retirement scheme; Any ffice held and functin perfrmed in any cmpany during the year ended In respect f the last five years: any ffice held utside the grup cntrlled by the cmpany,

6 any cnvictin fr fraud, any ffence and/r fficial sanctin and in particular any prhibitin frm acting as a member f a listed cmpany s Executive r Supervisry Bard, Any acquisitin, sale, subscriptin and/r exchange transactins in the financialinstruments issued by the cmpany r related financial instruments, irrespectivef whether carried ut directly r via an intermediary. Where applicable, each Directr undertakes t infrm his rher spuse (where nt separated), partner under a PACS civil pact, dependentchildren, relatives by bld r by marriage residing at his hme fr at least ne year and/r any legal entity that he runs, administers, manages r cntrls, thatthey are subject t the same bligatin. This duty f disclsure applies bth t permanent representatives f legal entities that are members f the Bard f Directrs and t these entities. Senir executives wh are nt Directrs shall als be required t cmply with this bligatin as sn as they are appinted. Hwever, transactins d nt require ntificatin where their aggregate amunt des nt exceed 5,000 fr the current financial year. This threshld is calculated by adding tgether all the transactins carried ut by a Directr and the transactins carried ut by related parties. This disclsure shall be made within five trading days fllwing the transactin, by frwarding t the Cmpany the statement sent t the Autrité des Marchés Financiers. Furthermre, the Chairman & CEO shall infrm Bard Members as sn as pssible f transactins invlving the cmpany's securities that he has carried ut. Cnfidentiality As regards infrmatin cntained in the preparatin files n meetings f the Bard and f its Cmmittees, and mre generally, as regards all nn-public infrmatin acquired in the curse f his duties, the Directr shall cnsider himself bund by a real bligatin f prfessinal secrecy which exceeds the rdinary bligatin f discretin prvided fr in the legislatin. In this respect, the Directr, and any ther persn invited t attend any r part f meetings f the Bard and f its Cmmittees, shall nt use the said infrmatin fr the benefit f a third party utside the nrmal curse f his duties r prfessin, r fr purpses r fr an activity ther than thse fr which such infrmatin has been btained. Fr this purpse, he shall take all necessary measures t prtect this cnfidentiality. This bligatin shall remain applicable after the terminatin f his duties as Directr f the Cmpany. The cnfidential and private nature f infrmatin is lifted as sn as it is made public by the Cmpany, in particular thrugh a press release. Obligatins relating t the pssessin f inside infrmatin Preventin f insider trading and insider miscnduct

7 Generally and as regards nn-public infrmatin acquired in the curse f his duties, the Directr shall cnsider himself bund by a real bligatin f prfessinal secrecy which exceeds the rdinary bligatin f discretin prvided fr in Article L (5) f the Cmmercial Cde. Mre specifically, due t the exercise f his duties, the Directr ften cmes int cntact with inside infrmatin. It is t be recalled that inside infrmatin is precise infrmatin, nt generally available, which relates directly r indirectly t ne r mre issuer(s) r ne r mre financial instrument(s) and which wuld, if generally available, be likely t have a significant effect n the price f the financial instruments. In this respect, every Directr is included in the list f insiders drawn up by the cmpany and kept at the dispsal f the AMF. Insfar as he hlds such infrmatin, the Directr shall refrain frm: using this infrmatin by acquiring r dispsing f, r attempting t acquire r dispse f, n his wn behalf r n behalf f thers, either directly r indirectly, the financial instruments t which this infrmatin relates r the financial instruments linked t these instruments; disclsing this infrmatin t ther persns utside the nrmal curse f his wrk, prfessin r functins r fr purpses ther than thse fr which the infrmatin was disclsed; advising anther persn t acquire r dispse f the said financial instruments r cause these t be acquired r dispsed f by anther persn. It is recalled that in the event f a breach f these rules, the AMF may impse n the ffender a financial penalty f up t 100 millin r, if prfit is made, 10 times the amunt f that prfit. Mrever, these facts may als cnstitute insider trading. The criminal sanctins incurred in this case are as fllws: Use f inside infrmatin is punishable by tw years imprisnment and a fine f 1,500,000, the amunt f which may be increased t 10 times the amunt f any prfit made and shall nt be less than theamunt f such prfit. Cmmunicating inside infrmatin is punishable by ne year s imprisnment and a fine f 150,000. In accrdance with the AMF guide t preventing insider miscnduct dated Nvember 3, 2010, Bard Members shall refrain frm trading in the cmpanies securities (in particular thrugh the exercise f stck-ptins, dispsal f assets, including shares issued frm the exercise f ptins r the allcatin f bnus shares, acquisitin f shares): - at least 30 calendar days befre the release f annual and half-yearly financialstatements, - at least 15 calendar days befre the release f each turnver figure (annual, halfyearly r quarterly)

8 The calendar f releases may be cnsulted at any time n the Grup's website, and is made available upn request t the Grup's Finance Department. This calendar must be cnsulted befre any transactin. Transactins shall nly be authrised n the day after the release f the cncerned infrmatin, prvided that the cncerned persn des nt hld any further inside infrmatin. Furthermre, Bard Members wishing t trade in the securities are advised t check that the infrmatin available t them des nt cnstitute inside infrmatin. Obligatins applicable t hlders f financial instruments issued by the cmpany Each Directr is required t acquire at least 10 shares. He undertakes t ensure that the shares f the Cmpany, the parent cmpany, their subsidiaries, held by him r by a related persn, are in registered frm. Obligatin f care The Directr must dedicate the necessary time and attentin t his duties. Hence, a Directr in a managerial psitin shall nt accept mre than three ther Directrships in listed cmpanies, including freign cmpanies, utside the Grup. Each Bard Member undertakes t be diligent and t: - attend in persn, if necessary by vide-cnferencing r telecmmunicatins facilities, all meetings f the Bard, unless there is an impediment beynd his cntrl, - attend all General Sharehlders' Meetings, - attend meetings f all Cmmittees created by the Bard f Directrs f which he is a member. Duty t lk fr accurate infrmatin Each Bard Member must ensure that he has btained all necessary infrmatin n the subjects that shall be discussed at the meetings. In rder t participate effectively in the wrks and prceedings f the Bard f Directrs, the Directr shall ensure that he receives all dcuments that he cnsiders necessary. Fr this purpse, requests are sent t the Chairman f the Bard f Directrs wh is required t ensure that Directrs are able t fulfil their duties, and is required t respnd t the request within 2 days. Any prblem encuntered in the exercise f this right shall be submitted t the Bard f Directrs. This is the case in particular, when the Chairman des nt give a psitive reply t the requests f a Directr and the latter cnsiders the reasn(s) put frward as unjustified, r where the Chairman has nt given a reply within the perid specified abve.

9 ARTICLE 5 MEETINGS OF THE BOARD OF DIRECTORS Frequency The Bard f Directrs shall meet as ften as required in the best interest f the cmpany and at least 3 times per year, t enable an in-depth analysis f the subjects discussed. The dates f annual meetings shall be set at the first meeting fllwing the pening f the financial year. Ntice f meetings & right t infrmatin Meetings may be cnvened by any means. Hwever, except in exceptinal circumstances, this shall be cmmunicated at least 3 days befre each meeting. All dcuments prviding infrmatin n the agenda and n all questins submitted t the Bard fr discussin, shall be enclsed with the ntice f meeting sent r handed ver t Directrs. Venue f meetings Meetings may be held at any venue specified in the ntice f meeting, but preferably at the Head Office. Agenda The Chairman f the Bard generally decides n the agenda f each Bard meeting. He plans the cnduct f these meetings, guides discussins and reprts, in accrdance with the law, the cmpany's bylaws and the Crprate Gvernance principles and practices that the Bard has adpted. Qurum and Majrity Fr prceedings f the Bard t be valid, at least half f the Directrs must be present. Shall be deemed present fr the purpses f calculatin f the qurum and majrity, Directrs wh participate in the Bard meeting thrugh vide-cnferencing r ther telecmmunicatins facilities, except fr the adptin f decisins n the appintment and dismissal f the Chairman & CEO r, if there is a separatin f these rles, f the Chairman, and n the dismissal, if applicable, f the CEO and Deputy CEOs. Directrs have the right t be represented at each meeting by anther member present by means f a prxy in the frm f a letter, fax r any ther telecmmunicatins means. A Directr shall nly represent ne ther member at ne and the same meeting.

10 Decisins shall be taken by the majrity f members present r represented. If the vtes tie, the Chairman f the meeting shall have a casting vte. Any persn utside the Bard may be invited t participate in any r part f Bard meetings, at the initiative f the Chairman f the Bard. Any Directr has the right t request that discussins relating t certain issues, such as the cmpsitin f the Cmpany's executive team r the appraisal f its perfrmance, be held withut the presence f any persn attending the meeting wh is nt a Directr (except, where necessary, the Secretary f the Bard and the CEO). Use f vide-cnferencing and telecmmunicatins facilities Directrs may participate in a meeting f the Bard f Directrs thrugh vide-cnferencing r telecmmunicatins facilities. This methd f participatin is nt applicable fr the adptin f decisins pertaining t the apprval f the cmpany's financial statements, including the cnslidated financial statements, and the appintment, remuneratin and dismissal f the Chairman, the CEO and the Deputy CEO. The technlgies emplyed must at least transmit the vice f the participants and meet the technical characteristics required fr the cntinuus and simultaneus retransmissin f prceedings. The Minutes f prceedings shall mentin the participatin f Directrs thrugh videcnferencing r telecmmunicatins facilities and, if applicable, any technical incidents which has disrupted the cnduct f the meeting. Minutes f prceedings The draft Minutes f each prceedings f the Bard shall be sent r handed ver t all Directrs at the latest at the same time as the ntice f meeting f the next meeting. Assessment f the Bard's wrk Once a year, the Chairman f the Bard f Directrs shall invite members t give their pinin n the running f the Bard and n the preparatin f its wrk. This discussin is recrded in the Minutes f the meeting. ARTICLE 6 COMMITTEES The Bard f Directrs, fllwing the prpsal f its Chairman, may create Cmmittees and decide n their cmpsitin and remit as ften as is necessary in the best interest f the cmpany.

11 The Bard determines the cmpsitin and remit f each Cmmittee. It may decide at any time t change the cmpsitin f these Cmmittees. Fr each Cmmittee, it shall appint a Chairman. Each Cmmittee shall meet fllwing a ntice f meeting frm its Chairman and decide n the frequency f its meetings. These meetings shall be held at the Cmpany's Head Office r any ther venue decided by the Chairman. The Chairman f each Cmmittee shall set the agenda f the meetings and lead discussins. In rder fr the prceedings t be valid, at least half f the members f the Cmmittee must be present. Cmmittee members are nt allwed t have themselves represented. Written Minutes f each meeting shall be drawn up and sent t members f the Cmmittee cncerned and t ther members f the Bard. The Chairman f the Cmmittee r ne f its members shall reprt n the wrk f the Cmmittee at the next meeting f the Bard. Each Cmmittee may decide t invite any persn f its chice t attend its meetings, as required. One f the members f the Cmmittee shall act as the Secretary. Cmmittees are required t reprt t the Bard n their wrk. The Audit cmmittee Cmpsitin The Cmmittee is made up f at least tw members. In accrdance with the law, this Cmmittee shall nly include Bard Members in ffice, excluding thse in managerial psitins. At least ne f the members shall have specific expertise in finance and accunting and be independent n the basis f the independence criteria defined and released by the Bard. The required expertise in finance r accunting is appraised with regard t prfessinal experience, academic qualificatins and/r knwledge f the cmpany's business. Remit The Cmmittee is respnsible fr mnitring: the prcess fr preparing financial infrmatin, the efficiency f internal cntrl and risk management systems, the statutry audit f the financial statements by the Statutry Auditrs, the independence f Statutry Auditrs.

12 As part f this last duty, the Cmmittee shall manage the Auditrs selectin prcess and recmmend Statutry Auditrs fr appintment. Mre generally, the Audit Cmmittee's duties are t submit pinins and recmmendatins t the Bard f Directrs n the financial statements, the internal and external audit, and the Grup's financial plicy and t ensure the reliability and clarity f infrmatin prvided t sharehlders and t the markets. Besides the statutry duties set ut abve, the Audit Cmmittee has been assigned the fllwing specific duties by the Bard: - t review the accunting methds and principles adpted fr drawing up the cmpany's financial statements and the cnslidated financial statements which are submitted t the Bard f Directrs, t ensure that they are relevant, are cnsistently applied r that any changes prpsed are justified; - t review the draft annual and half-yearly management reprts f the Bard f Directrs, and all ther reprts, recmmendatins, statements, situatins r ther dcuments cntaining infrmatin f an accunting r financial nature which are required by law t be published, and t d s prir t their publicatin, as well as all accunts drawn up fr specific material transactins (cntributins, mergers, market peratins, payment f interim dividends, etc.); - t review the cnslidatin scpe and, where applicable, the reasns why sme cmpanies are nt included in that scpe, changes in the cnslidatin scpe and their impacts; - t review material risks and ff-balance sheet cmmitments; - t check that internal prcedures have been defined fr the cmpilatin and cntrl f infrmatin t ensure rapid feedback, accuracy and relevance; - t review every year with thse respnsible fr internal cntrl and with Statutry Auditrs, their planned wrk, the findings f their wrk, their recmmendatins and the fllw-up actins; - t hear thse respnsible fr internal audit and cntrl in the Finance Department and give its pinin n the rganisatin f the department; - t express an pinin n the amunt f fees charged by Statutry Auditrs fr the cnduct f their statutry audit f the financial statements and any ther assignment; - where necessary, t give prir authrisatin t the assignments that Statutry Auditrs may cnduct utside the scpe f their statutry audit, which may be incidental r cmplementary t the audit f the financial statements, such as acquisitin audits, but excluding all valuatin r advisry wrk; - t review regulated agreements requiring the prir authrisatin f the Bard f Directrs; - t review any questin f a financial r accunting nature submitted t it by the Bard f Directrs r its Chairman and, in particular, t express an pinin n any prpsed increase in capital r issue f securities r lans. The Cmmittee shall immediately infrm the Bard f any difficulty encuntered in the perfrmance f its duties. Special peratinal prcedures The Audit Cmmittee shall meet at least three times per year n the basis f a calendar set by its Chairman yet which shall enable it t review the annual cnslidated financial statements, the half-yearly cnslidated financial statements, the Grup's budget and the internal and external audit plan.

13 It shall be required t meet befre Bard meetings when the agenda includes the review f the annual r half-yearly financial statements and/r the prpsal f appintment f Statutry Auditrs. The Audit Cmmittee shall als meet any time that it deems it necessary, in particular if there is an event significant t the Cmpany. The Audit Cmmittee may hear any member f the Bard f Directrs and cnduct any internal r external audit n any subject that it deems t fall within the scpe f its duties. The Chairman f the Audit Cmmittee shall give prir ntice theref t the Bard f Directrs. In particular, the Audit Cmmittee has the pwer t hear persns participating in the preparatin f financial statements r their cntrl (Administrative and Finance Manager and main managers f the Finance Departments). The Audit Cmmittee hears the Statutry Auditrs whether r nt in the presence f any representative f the Cmpany. The Chairman f the Audit Cmmittee shall reprt n its wrk t the Bard f Directrs. If, during the cnduct f its wrk, the Audit Cmmittee identifies a material risk which it cnsiders is nt apprpriately addressed, the Chairman shall immediately infrm the Chairman f the Bard f Directrs. Generally, the Cmmittee shall receive, within a reasnable time, befre its meetings, relevant dcuments and analyses relating t issues likely t have a significant impact n the financial statements and the related financial psitin. ARTICLE 7 REMUNERATION A Directr may receive attendance fees, the amunt f which is vted at the Ordinary General Meeting and the allcatin f which is decided by the Bard f Directrs, based n each Directrs' membership f ne r mre Cmmittees, his attendance and the time he devtes t his duties. Each Directr is entitled t a refund f his travelling expenses incurred due t the perfrmance f his duties. ARTICLE 8 UPDATE, AMENDMENTS AND FILING OF THE RULES OF PROCEDURE These Rules f Prcedure shall be updated and amended by way f a decisin f the Bard f Directrs taken in accrdance with the cnditins set ut in the bylaws. Any new member f the Bard f Directrs shall be asked t ratify the Rules f Prcedure upn his assumptin f ffice. If necessary, all r part f these Rules f Prcedure may be made public.

14 Drawn up in Date In... cpies (T be cmpleted) Signature f Directrs: