Registration Document BOUYGUES

4
Legal and financial
information
Chairman's report
4 • ASSESSING
DIRECTOR
INDEPENDENCE
In defining the concept of independent director, the
Rules of Procedure refer to the criteria set out in the
Afep/Medef Code and the European Commission
Recommendation of 15 February 2005 on the role
of directors of listed companies. They specify
that, when identifying independent directors, the
Board of Directors must attach greater weight to
substance than to form. To this end, the Selection
Committee gives an opinion on the circumstances
of each of its members.
The Board of Directors may conclude that even
though directors meet these criteria, they cannot be
considered independent because of their specific
situation. Conversely, the Board may decide that
a director not meeting the criteria set out below is
nonetheless independent.
Independence should be understood as referring
to the absence of any material conflict of interest.
Directors should only be considered independent
where they are not bound by any business, family
or other relationship – with the company, its controlling
shareholder or the senior management of
either – which creates a conflict of interest liable
to impair their judgement.
A director is independent when he or she has
no relationship of any kind whatsoever with the
company, its Group or the management of either
that is such as to colour his or her judgment.
Accordingly, an independent director is to be
understood not only as a non executive director,
i.e. one not performing management duties in the
company or its Group, but also as one devoid of
any particular bonds of interest (significant shareholder,
employee, other) with them.
The independence criteria applied by the Afep/
Medef Code are as follows:
> not being an employee or corporate officer of the
company or an employee or director of its parent
company or of a company that it consolidates;
and not having been in such a position during
the previous five years;
> not to be a corporate officer of a company in
which the company holds a directorship, directly
or indirectly, or in which an employee appointed
as such or a corporate officer of the company
(currently in office or having held such office
going back five years) is a director;
> not to be a customer, supplier, investment
banker or commercial banker that is material
for the company or its Group, or for which the
company or its Group represents a significant
part of its business;
> not to be related by close family ties to a corporate
officer;
> not to have been an auditor of the company
within the previous five years;
> not to have been a director of the company for
more than 12 years, on the understanding that
independent status expires at the end of the
term of office during which the 12-year threshold
is exceeded.
The Bouygues Board of Directors considers that
being a director for more than 12 years does not
automatically result in the loss of independent
director status (see page 169).
Directors representing key shareholders of the
company or its parent may be considered as independent
when they do not take part in the oversight
of the company. When such directors own more
than 10% of the company’s share capital or voting
rights, the Board should systematically review
their independent status, based on the report of
the Selection Committee and taking into account
the composition of the company’s capital and any
conflicts of interest that may exist.
In line with the recommendations of the Afep/Medef
Code, after seeking the opinion of the Selection
Committee, and as it does each year, the Board
of Directors carried out its annual assessment of
Board members and determined the proportion of
its members that were independent. It reviewed
each director’s situation in light of the independence
criteria defined by the Afep/Medef Code.
After examining the situation of each of the persons
concerned and made sure than none had a material
business relationship with the company, the
Board duly noted at its meeting of 6 December
2011 that seven directors (Pierre Barberis, Patricia
Barbizet, Lucien Douroux, Helman le Pas de
Sécheval, Colette Lewiner, Jean Peyrelevade and
François-Henri Pinault) were independent in light
of the Afep/Medef criteria.
It is specified that:
> Lucien Douroux has held management positions
with financial institutions that have a business
relationship with the company, but has not
held such positions for a number of years;
furthermore, the institutions concerned have
undergone substantial changes since that time;
> François-Henri Pinault and Patricia Barbizet
are respectively Chairman and Chief Executive
Officer of Artémis, a Pinault group company
that had entered into a shareholder agreement
with SCDM. However, that agreement expired
in 2006 and Artémis is no longer a shareholder
in the company;
> Patricia Barbizet, Pierre Barberis, Lucien
Douroux, François-Henri Pinault and Jean
Peyrelevade have been directors for more than
12 years. However, after examining their situation
in accordance with Article 8.3 of the Afep/
Medef Code, the Board accepted that all five
had retained their status as independent directors
(see page 169).
The Board takes the view that none of these
persons is connected with the company, with the
shareholders controlling it, or with its management
by a relationship creating a conflict of interest.
These seven directors are therefore considered
independent in light of the Afep/Medef Code.
5 • GENDER BALANCE OF
THE BOARD
In accordance with Article L. 225-37, paragraph 6
of the Commercial Code, the Board reports below
on applying the principle of balanced gender
representation on boards of directors.
At the beginning of 2010, only two of the 18 directors
on the Bouygues Board were women, or a
proportion of 11.1%.
In June 2010, the Board decided to expand its rules
of procedure by incorporating the recommendations
of the Afep/Medef Code on better gender
balance in the boardroom.
At the recommendation of the Board, the Combined
Annual General Meeting of 29 April 2010 appointed
three women directors: Colette Lewiner, Sandra
Nombret and Michèle Vilain. Since that date, five
of the 18 directors have been women, or a proportion
of 27.8%.
If the Combined Annual General Meeting on
26 April 2012 decides to appoint Anne-Marie Idrac
as a director to replace Pierre Barberis, six of the
18 directors will be women, i.e. 33.3%.
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • 171