REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad

16. FUNCTIONING OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.1 ORGANIZATION OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16. FUNCTIONING OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.1 ORGANIZATION OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.1.1 Organization of the Board of Directors
16.1.1.1 Composition of the Board – Election of directors (Articles 13 to 15 of the bylaws)
Subject to the exceptions provided by law, the Board of Directors is composed of a minimum of three and a
maximum of eighteen members elected by the shareholders.
Each director must own at least 100 shares in the Company. If a director does not own the required number of
shares on the date of his appointment, or if his shareholding decreases below that threshold during his term, he
will be deemed to have resigned if the situation is not remedied within three months.
If a position on the Board becomes vacant due to the death or resignation of one or more directors, between two
Shareholders’ Meetings, the Board may replace those directors whose positions were vacated during their term of
office.
However, if the number of directors in office falls below the legal minimum threshold, the Board of Directors or,
if necessary, the Statutory Auditors, must immediately call a Shareholders’ Meeting to elect the required number
of directors.
Interim appointments by the Board of Directors are subject to ratification by shareholders at the following
Shareholders’ Meeting.
If the interim appointments are not ratified, the decisions and actions taken by or with the support of the interim
directors nonetheless remain valid.
A director elected to replace another director may remain in office only for the remainder of his predecessor’s
term.
16.1.1.2 Directors’ terms of office (Article 16 of the bylaws)
Directors are elected for a six-year period.
A director’s duties cease at the end of the Annual Shareholders’ Meeting called to approve the financial
statements for the previous year and held during the year in which the director’s term of office expires.
Outgoing directors may be re-elected without restriction.
16.1.1.3 Organization, meetings and decisions of the Board of Directors (Article 17 of the bylaws)
Chairman
The Board of Directors elects a Chairman from among its members who are not corporate members, and
determines the Chairman’s compensation.
The Chairman is appointed for a term not to exceed his term of office as director, and may be re-elected. The
Board of Directors may remove the Chairman from office at any time.
In the event of temporary absence or death of the Chairman, the Board of Directors may delegate the Chairman’s
functions to another director. Should the Chairman be temporarily absent, the delegation is granted for a limited
period and is renewable. In the event of the Chairman’s death, the delegation remains in effect until a new
Chairman is elected.
The Chairman represents the Board of Directors. He organizes and oversees its work, reports to the Shareholders’
Meeting and executes its decisions. He ensures that the Company’s management bodies operate effectively and
that the directors are able to perform their duties.
88 - Iliad – Registration Document 2007