6 - Vicat

ADDITIONAL INFORMATION21.2. CONSTITUTIONAL DOCUMENTS AND BY-LAWS2121.2.2. Provisions concerning members of the Company’sadministration and management bodies21.2.2.1. Composition of the Board of directors(article 15 of the by-laws)The Company is managed by a Board of directorsconsisting of at least five and no more than twelvemembers, drawn from the shareholders and appointedby the General Meeting, except where thisnumber is exceeded for legal reasons.21.2.2.2. Term of office of the directors – Age limit –Renewal – Co-opting, (article 16 of the by-laws)1) The Directors are appointed for a term of 3 or 6years. They can be re-elected. If one or more seatsis unfilled, the Board can, under the conditions setby the law, co-opt interim appointments, subjectto ratification at the next Meeting.2) Subject to the provisions of in paragraphs 3 and4 below, terms of office end at the end of theOrdinary General Meeting which has voted on thefinancial statements for the financial year duringwhich the term of 3 or 6 years ended.3) When a Director’s mandate is conferred on an individualwho will reach 75 years of age before expiryof the three or six year period fixed above, theduration of this mandate is limited, in any event,to the time to run from his nomination to theOrdinary General Meeting approving the financialstatements of the financial year during which suchDirector reaches the age of 75 years.4) However, the Ordinary General Meeting, at the endof which the term of office of said Director endscan, on a proposal from the Board of directors,re-elect him for a new period of 3 or 6 years, itbeing specified however that at no time may theBoard of directors have more than one third of itsmembers aged over 75.5) Any Director must be the owner of at least tenshares before expiry of the period fixed by the lawand remain so throughout his term of office.21.2.2.3. Presidency and secretariat of the Board ofdirectors (article 17 of the by-laws)The Board of directors shall elect from its membersa President and, if it considers it useful, a Vice-President. It fixes their term of office, which may notexceed either that of their term as director, or thetime to run from their appointment as President orVice-President until the end of the Ordinary GeneralMeeting approving the financial statements for thefinancial year during which they will reach the ageof 75.Subject to these provisions, the President of theBoard of directors or the Vice-President can alwaysbe re-elected.The President represents the Board of directors. Heorganises and directs the work of the latter, on whichhe reports to the General Meeting and carries outits decisions. He supervises correct operation of thebodies of the Company and makes sure that directorsare able to fulfil their mandates.The Board of directors can appoint a secretary foreach meeting who can be selected from outside theshareholders.21.2.2.4. Meeting – Convening – Deliberation –Attendanceregister (article 18 of the by-laws)The Board of directors meets at the President’s behestas often as the interests of the Company requireit, either at the registered office, or in any other placeindicated in the convening letter.Moreover, the CEO and directors constituting at leastone third of the members of the Board of directorscan, by presenting an agenda of the meeting, conveneit if it has not met for more than two months ;otherwise, the agenda is set by the President andmay only be fixed at the time of the meeting.Meetings are chaired by the President or the Vice-President and, failing this, by a director appointedat the start of the meeting.Decisions are taken pursuant to the quorum and majorityconditions prescribed by the law. If there is atied vote, the President shall have the casting vote.The minutes are drawn up and copies or extracts aredelivered and certified in accordance with the law.21.2.2.5. Powers of the Board of directors(article 19 of the by-laws)The powers of the Board of directors are those whichare conferred on it by law. The Board shall exercisethese powers within the limit of the corporate purposeand subject to those which are expressly allottedby law to shareholders’ meetings.2009 registration document - VICAT 191