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2Corporate governanceBoard of DirectorsAs part of the Group’s new refinancing conditions approved in2012, at its meeting of 27 April 2012, the Board granted fullpowers to the Chief Executive Officer to sign the final loanagreements for Sequana and its operating subsidiaries, totallingjust over €1 billion. At its meeting of 4 June 2012, the Boardgranted full powers to the Chief Executive Officer to initiate andcarry out the share capital increase.On 25 April 2013, the Board granted full powers to the ChiefExecutive Officer to sign amendments to the Arjowiggins andSequana loan agreements, mainly for the purpose of adjustingthe financial covenants and extending the maturities of the creditlines through 30 November 2015.Annual General MeetingAt the beginning of 2012, the Board of Directors convened theCombined General Meeting of 26 June 2012 and approved theagenda for the meeting and the related necessary documentation,in particular the resolutions to be submitted to the shareholdersfor approval. Draft resolutions included amendments to theArticles of Association making it possible for the shareholders toparticipate in Annual General Meetings electronically.At its meeting of 27 April 2012, the Board also reviewed the2011 registration document.On 4 June 2012, the Board decided to amend the agenda of theAnnual General Meeting of 26 June 2012 and to add a number ofdraft resolutions in light of the undertaking by FSI to subscribeto Sequana’s share capital increase.During its meeting held on 25 April 2013, the Board sent out theconvening notices for the Combined General Meeting to be heldon 27 June 2013, decided which documents would be submittedto the meeting and reviewed the 2012 registration document.Committee meetings and workNominations and Compensation CommitteeThe committee met on three occasions in 2012, with an attendancerate of 92%. The committee reviewed director independenceand made recommendations regarding the Chief ExecutiveOfficer’s variable compensation for 2011. It also set the fixedcompensation payable to the Chief Executive Officer and themethods to be applied to calculate his variable compensation for2012, to be used as a basis for the Board’s discussions. The committeealso reviewed and approved the form and content of the“Compensation” section of the 2011 registration document.During the second-half of the year, following the appointment ofnew directors by the Annual General Meeting of 26 June 2012,the committee again assessed director independence and issuedrecommendations regarding the reconstitution of the Board’scommittees.The committee met two times at the beginning of 2013. It identifiedsuitable candidates to replace those directors whose termsof office were due to expire at the end of the Annual GeneralMeeting called to approve the 2012 financial statements. It thensubmitted its recommendations to the Board of Directors so thatthe Board could in turn recommend that shareholders appointcandidates who comply with AFEP-MEDEF recommendationsin terms of independence, experience and gender to which theCompany refers in its corporate governance practices.The Committee put forward a number of recommendations concerningthe amount of variable compensation payable to theChief Executive Officer for 2012 and the amount of his fixedcompensation and the methods to be used to calculate his variablecompensation for 2013. It also re-examined director independenceand the form and content of the “Compensation” section ofthe 2012 registration document.Audit CommitteeThe Audit Committee met on five occasions in 2012 in the presenceof management, with an attendance rate of 94%.It reviewed Sequana’s refinancing requirements and the impactof upcoming maturities of its outstanding debt on the approvalof the 2011 financial statements. After learning of the termsand conditions of the Group’s new financing arrangements, itreviewed the 2011 financial statements and made recommendationsto the Board. The committee also analysed internal controlprocedures put in place. It was briefed on the internal controlreports for 2011 and obtained an understanding of the internalaudit plan for 2012. The Committee reviewed the Chairman’sreport on internal control and risk management procedures for2011 in line with good corporate governance practices and itsown guidelines. The committee also debated the steps to be takengiven that the terms of office of a principal and a deputy StatutoryAuditor were due to expire.The committee also reviewed the Company’s interim financialstatements at 30 June 2012 and the work of the Group’s internalaudit department in the first half of the year.The committee has met on three occasions since the beginningof 2013. It dedicated an entire meeting to examining the risksto which the Group may be exposed. It reviewed the Group riskmap and the IT security plan, particularly for Antalis whereIT security is an essential component of the logistics networkand customer service. The committee then reviewed Sequana’srefinancing requirements once again together with the impact ofupcoming maturities of its outstanding debt on the approval ofthe 2012 financial statements. After reviewing the 2012 financialstatements and making recommendations to the Board in thisrespect, it analysed the internal control procedures put in place.The Audit Committee was briefed on the internal control reportsfor 2012, obtained an understanding of the internal audit plan for2013 and reviewed the Chairman’s report on internal control andrisk management procedures for 2012.Strategy CommitteeThe Strategy Committee met once in 2012, with an attendancerate of 80%. It examines the Group’s strategic focuses.64 | Sequana | 2012 Document de référence (English version)