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Charter

Preamble

Healthy governance, which is at once enlightened, efficient and responsible, can only be exercised within boards of directors or supervisory boards according to guidelines which structure and detail the actions of directors.

By encouraging contacts between companies and independent directors, VA Votre-Administrateur has a role to play in the spread of best practices in responsible governance. VA Votre-Administrateur has thus drawn up a Charter, so that each independent director can be clearly aware of his/her role, rights and duties.

Thus on joining the VA Votre-Administrateur network, an independent director becomes a full member of a community, and plays an active part in its development. The guidelines of the present Charter will then concern both the behavior expected of an independent director who is a member of VA towards the companies in which he/she holds a mandate, and the obligations towards the VA Votre-Administrateur network in terms of the sharing of knowledge, cooperation and development.

Each independent director who joins the Votre-Administrateur network undertakes to respect and implement these guidelines.

Article 1 – Good faith and shared agreement

In conformity with the principles of responsible governance, an independent director who is a member of VA must carry out his/her functions in good faith, in the way which he/she considers to be the best to promote the company in which he/she holds a mandate, and with the care expected from somebody of normal caution in the exercise of such a mission.

Article 2 – Competence, know-how and training

Before accepting his/her functions, the independent administrator who is a member of VA must make sure he/she has the knowledge, competences and experience necessary to carry out tasks. If the company environment changes or evolves during the mandate, and certain competences are lacking, he/she must take the initiative of undergoing training on the new subjects concerned.

If no training is offered on the specific characteristics of the company in question – its markets, products or services, its organization, its financial particularities etc – the independent director who is a VA member must request such training, especially at the time of his/her appointment to the board.

More specifically, the independent director who is a member of VA undertakes to know and respect the laws and regulations governing his/her function, the codes and best practices of governance which are applicable, as well as the rules relevant to the company as a result of its statutes and the internal regulations of its board of directors.

Article 3 – General interest of the company and consideration of stakeholders

The independent director who is a member of VA must always keep in mind that he/she represents all the shareholders and must in all circumstances act in their interest, in the general interest of the company, while remaining open and attentive to the expectations of the other stakeholders.

Article 4 – Conflict of interest

The independent director who is a member of VA must avoid any situation of conflict of interest. He/she must immediately inform the board of any situation of actual or potential conflict of interest, and must abstain from voting on any board deliberation which would place him/her in a position of conflict of interest.

Article 5 – Attendance, availability and professionalism

The independent director who is a member of VA must devote the necessary time and attention to his/her functions, in the respect of the legislation concerning multiple social mandates. He/she must be diligent and except in the case of a major unforeseen difficulty, must take part in board meetings and if applicable in the meetings of any special boards he/she is a member of. The independent director who is a member of VA must prepare meetings, study the files and be ready to take part in discussions on all board subjects. In addition he/she must obtain in good time the elements he/she considers essential to be fully informed before deliberating within the board.

The independent director who is a member of VA attends the General Meetings of shareholders.

The independent director who is a member of VA contributes to the collective and efficient nature of the work of the board, and if need be of existing special committees. He/she willingly takes part in tasks of assessment and improvement of the board’s way of working, and accepts that his/her own actions on the board be assessed.

Article 6 – Obligation to inform, confidentiality, regulated information

The independent director who is a member of VA has a duty to be sufficiently informed in order to contribute usefully on topics appearing on the agenda of the board.

The independent director who is a member of VA must consider himself/herself as being bound by professional confidentiality above and beyond the simple obligation of discretion provided for in legislation, when it is a question of non public information acquired within the framework of his/her functions.

In the case of a mandate in a listed company, the independent director who is a member of VA must only carry out operations on the stocks and shares of the company concerned within the framework of the rules fixed by the company. He/she must systematically declare to the company any transactions he carries out on its stocks and shares within 5 days of such transactions taking place.

Article 7 – Loyalty

The independent director who is a member of VA has an obligation of loyalty. He/she must not in any case cause prejudice to the company whose mandate he/she holds. He/she cannot take on personal responsibilities in companies or businesses having activities in competition with those of the company without first informing the board.

Article 8 – independence, freedom of judgement, duty to speak out

The independent director who is a member of VA undertakes, in all circumstances, to maintain his/her independence of analysis, judgement, decision and action, and to reject any pressure of whatever nature or origin.

The independent director who is a member of VA undertakes not to seek or accept from the company or from companies linked to it, directly or indirectly, any personal advantages liable to be considered as being of a nature to compromise his/her freedom of judgement.

The independent director who is a member of VA informs the board of any element known to him/her which may affect the interests of the company.

The independent director who is a member of VA undertakes to respect his/her duty to speak out. He/she must express clearly his/her questionings and opinions, and in case of disagreement, although he/she will do his/her utmost to maintain dialogue within the board, he/she will make sure that these opinions are explicitly recorded in the minutes of the deliberations.

Article 9 – Respect and promotion of VA values

The independent director who is a member of VA undertakes to act in the respect and promotion of the values of VA Votre-Administrateur. He/she particularly advocates diversity and non-discrimination, and argues in favor of more open governance concerning the consideration of the interests of all company stakeholders.

Article 10 – Communication with VA

The independent director will inform VA of the evolution of his/her mandates and regularly update his/her profile as and when it evolves. He/she also certifies the truth of data supplied.

The independent director, as a member of the VA Votre-Administrateur social network dedicated to company governance, has the obligation to share knowledge with other members. He/she undertakes to bring to their attention, via the forum or by email at contact@votre-administrateur.com, any information he/she considers as useful to his/her peers and more generally to the development of better governance.

Article 11 – Development of the VA Votre-Administrateur network

The independent director who is a member of VA undertakes to participate actively in the development of mutual aid within the VA Votre-Administrateur network and facilitate the progress and improvement of other directors, in particular via the forum.

The independent director who is a member of VA undertakes to encourage cooperation within the network, by the exchange of experiences and information, and generally to helpVA Votre-Administrateur to develop among the players of governance (independent directors, companies, partners).

The independent director who is a member of VA undertakes to communicate to VA Votre-Administrateur in complete confidentiality any irregularities which might come to his/her attention and which could damage the reputation of VA and its members.