Contents

Chapter 2CORPORATE GOVERNANCEBoard of Directors 42Composition of the Board of Directorsand the Board’s committees 42Changes in the composition of the Board of Directors in 2012 42Changes in the composition of the Board’s committees in 2012 43Composition of the Board of Directors recommendedto the Annual General Meeting of 27 June 2013 44Profiles, directorshipsand positions of corporate officers 45Directors and non-voting observers in office 45Directors and non-voting observerswhose term of office expired in 2012 55Directors whose appointment is recommendedto the Annual General Meeting of 27 June 2013 56Organisation and modus operandi of corporatedecision-making bodies 57Organisation of management and oversight powers 57Duties of the Chairman of the Board of Directors 57Duties of the Chief Executive Officer 57Criteria for selecting Board members 57Gender equality 57Director independence 58Duties, rules of conduct and powers of the Board of Directors 59Preparation of the Board’s work, organisation and modus operandi 60Assessment of the Board’s performance 61Missions entrusted to the Board’s committees 61Report on the work of the Board of Directorsand its committees in 2012 and early 2013 62Compensation 65Executive corporate officers 65Compensation 65Stock options 67Share awards 67Non-executive corporate officers 68Amount of attendance fees 68Payment of attendance fees 68Attendance fees and other compensation receivedby non-executive corporate officers 69Executive Committee 70Related-party agreements 70Statutory auditors 72Statutory audit engagements 72~Board meetings and work 62Committee meetings and work 64Executive Committee 65Sequana | 2012 Document de référence (English version) | 41