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Corporate governanceBoard of Directors 2Based on information provided by members of the Board, theCompany has ascertained that, with the exception of Pascal Lebardand Nicolas Lebard who are brothers (Nicolas Lebard is thepermanent representative of DLMD and was a director ofthe Company until 9 July 2012), no director has family ties toanother director or to the management team. The Company hasalso ascertained that over the past five years, no director has beenconvicted of fraud or been subject to criminal, public or administrativesanctions; and that no director has been associated withbankruptcy, receivership or judicial liquidation proceedings orhas been prevented by a court or any other legal, administrativeor regulatory authority from acting as a member of a corporatedecision-making body or from being involved in a company’s dayto-daymanagement or conduct of its business.The independent directors have not reported any conflict ofinterest that would be likely to raise questions about their independencewith regard to the Company or the performance oftheir duties as corporate officers. For information purposes,Jean‐Pascal Beaufret is deemed to have indirect ties (via a companycalled Pardys of which he has been sole shareholder andmanaging director since January 2013) to Goldman Sachs investmentbank which the Group has used as a consultant from time totime. Jean‐Pascal Beaufret shall abstain from participating in anydeliberations or discussions regarding Sequana’s dealings withGoldman Sachs and shall not be involved in the provision of anyservices by Goldman Sachs to the Sequana Group. Consequently,the aforementioned situation is not deemed to compromiseJean‐Pascal Beaufret’s status as an independent director.None of the members of the corporate decision-making bodiesor the executive management team have entered into a serviceagreement with the Company or one of its subsidiaries providingfor the payment of benefits.The Company’s Articles of Association in their current form donot provide for employee-elected directors and no director has anemployment contract with the Company.Duties, rules of conduct and powersof the Board of DirectorsThe Board of Directors has the following responsibilities:Duty of administrationIn addition to handling matters that fall within the scope of thepowers ascribed to it by law or by regulations, the Board regularlymakes decisions regarding the Group’s strategy, internal restructuringoperations and important investment projects designed togenerate organic growth.Duty of reviewIn addition to the duties ascribed to it by law (reviewing andapproving the Company’s financial statements), the Board deliberateson significant acquisitions or sales of equity interests andassets that do not fall within the scope of the strategy it has determined.It also votes on any transaction or commitment that isliable to materially affect the Group’s earnings or to result in asignificant change in its balance sheet structure.Duty of cautionThe Board is kept informed on a regular basis, either directly orthrough its committees, of any significant event affecting theconduct of the Company’s business. It also has the right to obtaininformation at any time, including between meetings convenedto review the financial statements, on any significant changein the Company’s financial condition, liquidity position andcommitments.Duty of transparencyThe Board of Directors is responsible to the shareholders forensuring that all of its activities are conducted in a transparentmanner.Rules of conductAccording to the Company’s Articles of Association, each directormust hold at least 100 shares during his entire term of office.Each director also undertakes to comply with the rules of conductset forth in the Directors’ Charter and the Code of GoodConduct.These documents, which were approved by the Board of Directorson 3 May 2005 and amended on 28 March 2006, 19 March 2008and 21 May 2008 to incorporate best corporate governance practices,are designed to govern the rights and obligations of directorsirrespective of whether they are natural persons, legal entities, orpermanent representatives of these legal entities. In particular,they are intended to prevent potential conflicts of interest, andto define the rules under which the directors may trade in theCompany’s shares along with the disclosure requirements forsuch transactions.Within the scope of good corporate governance practices, theDirectors’ Charter and the Code of Good Conduct stipulate thatcorporate officers must comply with stock market rules on insidertrading and refrain from trading in the Company’s shares on thebasis of as yet unpublished privileged information they may havein their possession due to the position they hold. Corporate officersare required to hold newly-acquired shares for a minimum ofthree months and may not trade in the Company’s shares duringperiods immediately before the publication of the Company’sfinancial statements. They may not trade in the Company’s shareson the stock market between (i) the later of either the first tradingday immediately after the end of a calendar quarter, i.e.,the 20 th trading day (inclusive) preceding the Board meetingthat adopts the annual or interim financial statements, or the16 th trading day (inclusive) preceding the publication of quarterlyfinancial statements, and (ii) the publication date (inclusive) ofthe financial statements (generally the day after the Board meeting).As these rules are stricter than the recommendations issuedby the AMF in 2010 and better adapted to the Company’s wayof working, no changes were deemed appropriate. In accordancewith regulations, corporate officers must inform the AMF ofany transactions they have carried out involving the Company’sshares within five trading days of the transactions in question.They must also provide the Company with a copy of said disclosureswithin the same timeframe.Sequana | 2012 Document de référence (English version) | 59