Registration Document BOUYGUES

3 • STOCK MARKET
RULES AND
PREVENTION OF
INSIDER MISCONDUCT
Bouygues complies with AMF recommendation
2010-07 of 3 November 2010 (Guide to preventing
insider misconduct by executives of listed
companies).
3.1 Rules contained in the
Group Code of Ethics
The Group Code of Ethics, distributed to all
Bouygues group employees since 2006, includes
a reminder that the dissemination of financial
information and stock market trading by employees
(whether in connection with the office they hold,
or in a personal capacity) must comply with laws
and regulations governing financial activities. It
also reminds employees that the dissemination
of inaccurate information, the disclosure or use of
inside information, and share price manipulation
are all subject to criminal penalties.
The Code of Ethics states that it is the responsibility
of all employees to safeguard the confidentiality
of information not in the public domain that might
influence the price of Bouygues shares, or of any
other listed securities issued by a Group company,
until such information has been published by duly
authorised persons. It also requires employees to
refrain from trading in Bouygues shares, or any
other securities issued by a Group company, for
as long as such information has not been made
public. Finally, it reminds employees that they are
prohibited from using such information for direct or
indirect personal gain, or to enable a third party to
deal on the stock market.
If employees (especially those who hold inside
information) have doubts or questions about such
issues, they are encouraged by the Code of Ethics
to raise them with the Group Ethics Officer, to
ensure they are in compliance with ethical standards
and with the rules that apply to the exercise
of stock options and to any other transaction in
securities issued by a Group company. Hence,
the Group Ethics Officer fulfils the "compliance
officer" role specified in the AMF recommendation
of 3 November 2010.
The Group Code of Ethics can be consulted at
www.bouygues.com in the "Group/Ethics and
values" section.
3.2 Rules contained in
the Code of Conduct for
Directors and Non-Voting
Directors
The Code of Conduct, included as Annex 1 to the
Board of Directors Rules of Procedure, sets out the
rules that apply to directors and non-voting directors
on confidentiality (Article 9) and preventing
insider misconduct (Article 10). These rules are
largely based on the AMF recommendation of
3 November 2010.
The Code of Conduct is reproduced in full in the
Chairman’s Report on Corporate Governance
and Internal Control, on pages 173-176 of this
Registration Document. The full text of the Board
of Directors Rules of Procedure can be consulted
at www.bouygues.com, in the "Corporate
Governance" section.
In terms of preventing insider misconduct, the
Code of Conduct gives a clear and detailed
description of the obligations of the Chairman, the
Chief Executive Officer, Deputy Chief Executives,
directors (whether natural persons or legal entities),
and personal representatives of legal entities with
a seat on the Board, together with their spouses
(unless legally separated). Such persons are
obliged to hold any shares issued by Bouygues, or
listed shares issued by subsidiaries of Bouygues,
that they own (or their children below the age of
majority own) in registered form. They are also
prohibited from disseminating and/or using inside
information, from trading during closed periods,
and from carrying out speculative or hedging
transactions; and are obliged to declare any
dealings in the company’s shares. The Code of
Conduct also states that corporate officers and
salaried directors are under an obligation to consult
the Group Ethics Officer prior to any trading
in the shares of Bouygues or of any of its listed
subsidiaries, and reminds directors and non-voting
directors of the seriousness of the legal penalties
for insider trading.
The Code of Conduct also reiterates the AMF recommendation
that share trading plans be set up
that enable senior executives to benefit, subject
to certain conditions specified by the AMF, from a
presumption that they have not committed insider
trading. It encourages each director and nonvoting
director to consider the benefits of setting
up such a plan for himself/herself, which could
continue to operate during the closed periods
described below.
3.3 Insider lists
Article L.621-18-4 of the French Monetary and
Financial Code requires listed companies to keep
an up-to-date list, made available for consultation
by the AMF, of persons working for the company
who have access to inside information relating
directly or indirectly to the company, and of third
parties acting in the name of or on behalf of the
company who have access to inside information
in the course of their professional relations with
the company.
In accordance with Article 223-27 of the AMF
General Regulation, Bouygues keeps an up-todate
list, which is made available for consultation
by the AMF, of persons identified as insiders per
the criteria specified in Article L.621-18-2 of the
Monetary and Financial Code. The company
informs such persons that they are on this list, by
registered letter with acknowledgment of receipt.
This letter also informs them of the obligation of
insiders not to trade in the company’s shares if they
hold inside information, not to recommend a third
party to use inside information, and not to disclose
inside information other than in the course of their
duties. A calendar indicating closed periods for the
current year is attached to the letter, along with an
extract from the AMF General Regulation dealing
with inside information.
This insider list is made available for consultation
by the AMF for a period of five years, as required
by the AMF General Regulation.
Persons on the insider list are also informed by
registered letter with acknowledgment of receipt
if their name is removed from the list. The letter
also informs such persons that the company is
obliged to keep the list that includes their name
for at least five years.
3.4 Closed periods
In line with AMF recommendations, Bouygues
draws up a calendar every year showing closed
periods during which directors, corporate officers
and equivalents, and any person with regular or
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Stock market information • 202