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Corporate governanceBoard of Directors 2Conduct of the Group’s operationsThe Board regularly reviews the market position of Group companiesand deliberates on Group strategy and the industrialprocesses to be rolled out in its subsidiaries, as well as on anyrestructuring operations that need to be carried out in responseto difficult market conditions. At each of the Board’s meetings,executive management gives a comprehensive presentation on theconduct of the Group’s operations.The Board gave in-depth consideration to the main financial andtax issues concerning the Group during the year and discussedthe Group’s refinancing at length. A number of Board meetingswere dedicated entirely to this issue. Since the Group’s financinglines were due to expire in 2012, the Board reviewed the refinancingplans put forward by executive management. The Board waskept abreast of discussions held with the Group’s banks as well aswith shareholders with a view to devising refinancing solutions.It subsequently reviewed the terms and conditions of the refinancingarrangements negotiated with the banks and approvedthe signature of the agreements in principle (term sheets) settingout these terms and conditions. In April 2012, the Board authorisedthe Chief Executive Officer to sign the bank agreementstogether with the related collateral arrangements and guaranteesprovided to the banks. From among the different financingalternatives available, the Board opted for a €150 million capitalincrease which was taken up by the Company’s main shareholdersand FSI.In 2012, the Board continued its analysis of the restructuringplans and asset divestments in progress in its subsidiaries as wellas acquisitions made by Antalis.In early 2013, the Board again gave in-depth consideration tothe main financial issues concerning the Group and discussed atlength the Group’s refinancing.Financial statementsIn early 2012, after noting that an agreement in principle hadbeen signed with its banks setting out the terms and conditionsof the Group’s refinancing and having considered the opinionof its Audit Committee, the Board approved the 2011 consolidatedfinancial statements based on the going concern accountingprinciple, as well as the projected management accounts. It alsorecommended not paying any dividends in respect of 2011. Atthis same meeting, the Board also considered and approved therenewal of the Statutory Auditors whose tenure was due to expire.At its meeting of 27 April 2012, the Board considered internalcontrol issues within the Group and approved the Chairman’sreport on internal control and risk management procedures.At its meeting of 25 July 2012, after having considered the opinionof the Audit Committee, the Board approved the consolidatedfinancial statements at 30 June 2012 and the financial documentationdrawn up in application of the French CommercialCode (Code de commerce). It also prepared an interim review ofoperations.During the year, it reviewed the budget for 2012 and monitoredthe budget against the Group’s actual results. At the end of 2012,the Board reviewed the provisional budget for 2013 and approvedthe Group’s 2013-2015 three-year business plan.In early 2013, after having considered the opinion of its AuditCommittee, the Board approved the 2012 consolidated financialstatements as well as the projected management accounts. Italso recommended not paying any dividends in respect of 2012.At its meeting of 25 April 2013, the Board reviewed the consolidatedfinancial statements at 31 March 2013 and approvedthe Chairman’s report on internal control and risk managementprocedures.2010 share award plansOn 8 March 2012, after having considered the report of theNominations and Compensation Committee, the Board notedthat the free shares due to vest (i) on 30 April 2012 under the9 February 2010 plan for beneficiaries resident in France andemployees of French entities, and (ii) on 30 April 2014 for beneficiariesresident outside France and employees of non-Frenchentities, would partially vest based on the Group’s resultsat 31 December 2011. In a subsequent meeting, the Boardnoted that the corresponding shares had been issued and theCompany’s share capital increased accordingly. At its meetingsof 8 March 2012 and 4 June 2012, the Board also decided thatcertain employees whose employment contract is terminated bytheir employer would retain their rights to all or some of the freeshares granted to them.In early 2013, after having considered the report of theNominations and Compensation Committee, the Board notedthat, based on Sequana’s results at 31 December 2012, a smallnumber of share awards would vest at 30 April 2012. It also notedthe issue of the corresponding shares and increase in share capital.The Board also decided that one employee whose employmentcontract was terminated by their employer would retaintheir rights to share awards.Delegations of authority to handle financial transactionsAt its meeting of 8 March 2012, the Board renewed, under thesame terms, the authorisation granted on 9 March 2011 to theChief Executive Officer to grant sureties, endorsements and guaranteeson the Company’s behalf for all transactions and/or financingoperations up to an aggregate limit of €200 million and fora period of one year. Sequana used €16.5 million of this authorisation,mostly to guarantee commitments made by its subsidiariesto third parties. On 27 February 2013, the Board renewedthe authorisation granted to the Chief Executive Officer underthe same terms for a one-year period through 26 February 2014.However, the aggregate limit was reduced to €100 million andany sureties, endorsements and guarantees for individual amountsin excess of €50 million are subject to prior authorisation of theBoard of Directors.Pursuant to the authorisation granted to it by the Annual GeneralMeeting of 26 June 2012, the Board also gave full powers to theChief Executive Officer to trade in the Company’s shares on theopen market, under the terms and within the limits set by theMeeting, and in accordance with stock market regulations. Thisauthorisation was used in 2012 and early 2013 in connection withthe ongoing liquidity agreement described on page 191.Sequana | 2012 Document de référence (English version) | 63