ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

4.5.2 DUTIES AND RESPONSIBILITIES OF
SUPERVISORY BOARD MEMBERS
The duties and responsibilities of the members of the Supervisory
Board are set out in the code of ethics below which forms an
integral part of these bylaws.
Code of ethics for the members of the Supervisory
Board
Presentation
The Supervisory Board has approved this code of ethics which
sets out the rights and duties of the Board’s members.
The purpose of the code is to enhance the quality of work
performed by the Supervisory Board, in line with the Company’s
overriding corporate governance principles of independence,
integrity, loyalty and professionalism.
The members of the Supervisory Board undertake to comply
with and apply the guidelines contained in this code of ethics.
Acting in the best interests of the Company
Each Supervisory Board member must act in all circumstances
in the best interests of the Company and consider himself as
representing all of the shareholders, irrespective of the reason
for his appointment.
Compliance with the law and the Company’s articles
of association
Before accepting their position, Supervisory Board members
must be fully aware of their rights and obligations. In particular,
they must familiarize themselves with and comply with all the
legal and regulatory provisions concerning their offi ce, as
well as the applicable corporate governance codes and best
practices, and the Company’s own rules as set out in its articles
of association and the Supervisory Board’s bylaws.
Independence
Supervisory Board members must in all circumstances ensure
that they retain their independence as regards their analysis,
judgment, decisions and actions. Similarly, during their term of
offi ce each Board member must act independently at all times
and in the sole interest of the Company.
Confl icts of interest
Supervisory Board members must do everything in their power
to avoid any confl ict between their personal/material interests
and those of the Company or any other Group company. They
must inform the Board of any potential confl ict of interest in
which they could be involved. If an actual confl ict of interest
does arise which a Supervisory Board member is unable to
avoid, he must refrain from taking part in the debates and votes
on the matters concerned.
Duty of confi dentiality
Supervisory Board members personally undertake to treat
as strictly confi dential all of the information they receive, as
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CORPORATE GOVERNANCE
Main provisions of the Supervisory Board bylaws
well as the debates in which they participate and the votes
taken. In general, they are not authorized to issue any external
communications in their capacity as Board members, especially
to the press.
The Chairman of the Supervisory Board informs Board members
of any information to be released to the markets and provides
them with the wording of any press releases issued for that
purpose in the name of Saft Groupe SA.
If a Board member breaches his duty of confi dentiality, the
Chairmen of the Board Committees shall meet to discuss
the matter and give their opinion to the Chairman of the
Supervisory Board. The Chairman of the Supervisory Board
subsequently reports to the Board on the action to be taken in
relation to said breach (which may include legal proceedings
where appropriate).
Inside information and trading in the Company’s shares
The members of the Supervisory Board must not use any inside
information to which they are privy for their own personal
benefi t or the benefi t of any third party. In particular, Supervisory
Board members must not use any information concerning the
Company that is not in the public domain, for the purposes of
carrying out trades in the Company’s shares, either directly or
through a third party.
Shares owned by members of the Supervisory Board must be
held in registered form. This requirement applies both to shares
already held at the start of a Board member’s term of offi ce and
any shares subsequently acquired during said term. Supervisory
Board members must provide to the Chairman of the Board, in
a timely manner, the information to be disclosed to the French
securities regulator (Autorité des marchés financiers) concerning
any trades they may have carried out in the Company’s shares.
Supervisory Board members shall not:
� trade in the shares of any Group company that is listed on a
regulated market if they hold any inside information;
� directly or indirectly carry out short sales of said shares.
� The fi rst above-mentioned trading prohibition particularly
applies during the following “blackout” periods:
� (i) the periods during which Saft’s annual and interim
results are prepared and published; (ii) the quarterly
reporting process; and
� (iii) the preparation period for projects or transactions
that require the application of said prohibition.
The Chairman of the Supervisory Board sets or confi rms the
start and end dates of the above blackout periods and informs
the Supervisory Board thereof in a timely manner.
The Chairman of the Supervisory Board reports to the Board
on the measures taken to ensure that the above-mentioned
rules are also respected by any Saft employees holding inside
information as a result of their position or duties or participating
in a project or transaction as mentioned in point (iii) above.
SAFT - ANNUAL REPORT 2011 / 107