Registration Document BOUYGUES

12 • WORK OF THE
BOARD AND ITS
COMMITTEES IN 2011
12.1 Work of the Board
The Board of Directors met six times in 2011. The
attendance rate was 93%.
At its meeting on 1 March 2011 the Board reviewed
business for FY2010, as well as the parent company
and consolidated financial statements and
the outlook and objectives for the Group and its
business segments for FY2011. It examined the
results of Alstom for the third quarter of FY2010/11.
It reviewed the action taken by the Group with
regard to workplace stress. It familiarised itself with
the Accounts Committee’s report on the 2010 financial
statements and the statutory auditors’ opinion.
It closed the parent company financial statements,
accounting and forecasting documents, the
consolidated financial statements, the proposed
appropriation of net profit, the management report
and in particular, after hearing the Remuneration
Committee’s report, the section on remuneration of
corporate officers and the special report on stock
options. It also signed off the description of the
share buyback programme in the management
report. It approved the Chairman’s report on corporate
governance and internal control.
After hearing the report of the Selection Committee,
the Board examined the Committee’s membership
in light of the issues of gender balance on the
Board and director independence. It decided to
ask the Annual General Meeting to reappoint four
directors.
It decided to convene a Combined Annual General
Meeting for 21 April 2011. It agreed the agenda
and prepared the draft resolutions to be submitted
to the Combined Annual General Meeting, together
with its report on those resolutions.
At the same meeting, it renewed for one year
the authority granted to Martin Bouygues and
Olivier Bouygues to make decisions on issuing
bonds. It empowered Martin Bouygues and Olivier
Bouygues, also for one year, to decide on one or
more public exchange offers on bond issues. It
familiarised itself with a list of current agreements
entered into by the company during the past year.
It authorised a number of regulated agreements.
The Board familiarised itself with the Remuneration
Committee’s report concerning the variable portion
of the remuneration of the two executive directors
and four senior executives of business segments,
remunerations and stock options granted in 2010,
the Group’s remuneration policy in 2010. The
Board also made recommendations with regard to
policies for 2011. It voted in favour of these recommendations.
It decided that, in future, stock options
would be granted to the Group’s senior executives
and employees in May at the Board meeting that
closes the first-quarter financial statements. It also
acknowledged that the complementary retirement
benefit received by members of the Group
Management Committee would remain capped at
eight times the upper earnings limit for social security
contributions (i.e. approximately €283,000).
The Board updated its Rules of Procedure to clarify
certain issues relating to the Accounts Committee,
collate the ethical rules applicable to directors and
non-voting directors in a special appendix, and
stipulate that the Board would deliberate once a
year on the company’s equal opportunities and
pay policy.
On 16 May, the Board reviewed the company’s
business and financial statements to 31 March
2011. It heard the Accounts Committee’s report
and the statutory auditors’ opinion. It was informed
of the Alstom group’s annual results and outlook.
At the recommendation of the Remuneration
Committee, it decided to establish a new stock
option plan for the Group’s senior executives and
employees, noting that Bouygues did not fulfil the
conditions set by the Act of 3 December 2008
for option grants to the executive directors. It
approved the text of the press release.
On 30 August, the Board reviewed the company’s
business and financial statements to 30 June
2011 as well as the outlook and objectives for
FY2011. Having heard the opinions of the Accounts
Committee and the statutory auditors, it closed the
first-half financial statements and approved the
Half-year financial review. It cancelled the shares
repurchased by the company. It decided to launch
a share tender repurchase offer for the company’s
shares with a view to cancel them, and it convened
an Extraordinary General Meeting on 10 October
2011 to authorise the offer. It ratified the appointment
of Ricol Lasteyrie as the firm of independent
experts charged by the company with determining
whether the terms of the buyback were fair. It
renewed the authority granted to the Chairman
and Chief Executive Officer to give guarantees,
endorsements and sureties. It heard the report of
the Ethics and Sponsorship Committee. It authorised
a number of regulated agreements. And it
approved the text of the press release.
On 20 September the Board heard the report
prepared by Ricol Lasteyrie; it appointed the presenting
banks; it issued a reasoned opinion on the
share repurchase tender offer; it approved the draft
offer document; it authorised pledges in favour of
the presenting banks; it authorised the filing of the
offer and approved the text of the press release.
On 15 November, the Board reviewed the company’s
business and financial statements to
30 September 2011 and the estimates of sales
and earnings for the year. It heard the Accounts
Committee’s report. It was informed of Alstom’s
sales and earnings for the first half of FY2010/2011,
as well as its outlook for the second half. It reduced
the share capital further to the repurchase tender
offer and made the necessary adjustments to the
company savings schemes and stock option plans.
It authorised a number of regulated agreements.
And it approved the text of the press release.
On 6 December the Board of Directors examined
and approved the strategic priorities for the Group
and its business segments, the three-year business
plans and the financing policy of the five
business segments. It familiarised itself with the
mapping of the Group’s major risks. It carried out
a formal assessment of the Board’s membership
and operation. It considered company policy on
equal opportunities and pay. It decided to renew
its tax election option. It authorised a number of
regulated agreements. It approved the text of the
press release.
12.2 Work of the Accounts
Committee
The Accounts Committee met five times in 2011.
The attendance rate was 93.33%.
The Accounts Committee reviewed, at least two
days before they were presented to the Board, the
quarterly, first-half and full-year parent company
and consolidated financial statements, the draft
Half-year financial review and corresponding
draft press releases and the section of the draft
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Chairman's report • 180