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2Corporate governanceBoard of DirectorsComposition of the Board of Directorsrecommended to the Annual General Meetingof 27 June 2013The terms of office of Pascal Lebard, Laurent Mignon,Michel Taittinger and Exor SA as directors are due to expire atthe Annual General Meeting of 27 June 2013. In accordance withthe terms of the shareholder agreement signed on 4 June 2012 (seepage 190), Tiberto Ruy Brandolini d’Adda informed Sequanaof his intention to resign as director, as member of the StrategyCommittee and as Chairman of the Board of Directors at the endof said Meeting.In strict compliance with corporate governance rules and inaccordance with the commitment undertaken by the Company atthe time of its July 2012 capital increase, the Board of Directors’meeting of 25 April 2013, acting on the recommendations of theNominations and Compensation Committee, took the decisionsdescribed below:■■After having placed on record the expiry of Pascal Lebard’sterm of office as director, the Board decided to ask shareholdersto reappoint Mr Lebard as director for a period of four years,i.e., until the end of the Annual General Meeting to be calledto approve the 2016 financial statements.■■After having placed on record the expiry of Michel Taittinger’sterm of office as director, the Board decided to ask shareholdersto reappoint Mr Taittinger as director for a period of four years,i.e., until the end of the Annual General Meeting to be calledto approve the 2016 financial statements.■■After having placed on record the expiry of Exor SA’s termof office as director, the Board decided to ask shareholders toappoint Pierre Martinet – previously permanent representativeof Exor SA – as director for a period of three years, i.e., untilthe end of the Annual General Meeting to be called to approvethe 2015 financial statements.■■After having placed on record the expiry of Laurent Mignon’sterm of office as director, the Board decided to ask shareholdersto appoint Marie Lloberes as director for a period of four years,i.e., until the end of the Annual General Meeting to be calledto approve the 2016 financial statements.■■After having placed on record the resignation of Tiberto RuyBrandolini d’Adda as director, the Board also decided to askshareholders to appoint Jean-Yves Durance – currently a nonvotingobserver of the Company – as director. Article 13 ofSequana’s Articles of Association stipulates that as from70 years of age, a director may be appointed for a term of upto one year. Accordingly, Jean-Yves Durance, who is 70 yearsold, would be appointed for one year, i.e., until the end of theAnnual General Meeting to be called to approve the 2013financial statements.In order to ensure an effective rotation of directors, the terms ofoffice of directors whose renewal or appointment the Board willrecommend to shareholders have been set at varying periods ofup to four years, in accordance with the Company’s Articles ofAssociation.If the shareholders approve the Board’s recommendations, the composition of the Board of Directors at the end of the Annual GeneralMeeting of 27 June 2013 will be as follows:Expiry of term of officeAGM called to approvethe financial statements for:Luc Argand Independent director 2013Jean-Pascal Beaufret Independent director 2013Odile Desforges 2015Jean-Yves Durance (1) Independent director 2013Pascal Lebard 2016Marie Lloberes Independent director 2016Pierre Martinet 2015Michel Taittinger Independent director 2016Allianz France represented by Peter Etzenbach 2013Fonds Stratégique d’Investissement (FSI) represented by Bertrand Finet 2015Eric Lefebvre Non-voting observer 2014(1) Should the Annual General Meeting of 27 June 2013 approve Jean-Yves Durance’s appointment as director, Mr Durance will resign from his role as non-voting observer asof said date.See page 56 for the profile of new directors whose appointment isrecommended to shareholders.Provided that shareholders approve these recommendations atthe Annual General Meeting of 27 June 2013, the Board willcomprise ten directors, two of whom (including representativesof legal entities on the Board) will be non-French, and one nonvotingobserver. The average age of directors will be 58.As detailed on page 58, the recommendations to shareholderscomply with the recommendations set out in the AFEP-MEDEFcorporate governance code or in applicable legal regulations, asregards both independence and gender equality.As mentioned in the introduction to this chapter, the Nominationsand Compensation Committee has already suggested to theBoard of Directors that the composition of the Board’s committeesshould also respect these corporate governance rules whenthe committees are reshuffled at the end of the Annual GeneralMeeting of 27 June 2013.44 | Sequana | 2012 Document de référence (English version)