REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad

16. FUNCTIONING OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.3 INTERNAL RULES OF THE BOARD OF DIRECTORS AND DIRECTORS’ CODE OF CONDUCT
In order to be considered independent, a director:
• cannot be an employee of the Company, hold a management position within the Company, or be an
employee or director of the parent company or of one of its consolidated subsidiaries, either currently or
during the previous five years;
• cannot be a corporate officer (within the meaning of COB recommendation 2002-01) of a company in which
the Company holds, either directly or indirectly, a directorship, or in which a directorship is held by an
employee of the Company designated as such or by a current or former (going back five years) corporate
officer of the Company;
• cannot be a customer, supplier, investment banker or a commercial banker which is material for the
Company or the Group or for which the Company or the Group represents a material proportion of the
entity’s activity;
• cannot have close families ties to a corporate officer;
• cannot have been an auditor of the Company during the past five years;
• cannot have been a director of the Company for more than twelve years;
• cannot represent a significant shareholder of the Company, taking into account that:
(i) a shareholder who owns over 10% of the Company’s capital or voting rights is considered significant;
and
(ii) below this threshold, the Board of Directors systematically reviews whether the director is independent,
taking into account the composition of the Company’s share capital and any potential conflicts of
interest.
Based on these criteria, at its March 10, 2008 meeting, the Board of Directors noted that for the year ended
December 31, 2007 the Board included three independent directors: Alain Weill, Antoinette Willard and Pierre
Pringuet.
At the date this registration document was filed, the Board’s independent directors were Alain Weill, Antoinette
Willard and Pierre Pringuet.
16.3.3 Meetings of the Board of Directors
The Board of Directors met on 10 occasions in 2007 upon request by the Chairman or another duly authorized
person. If the Board has not met for over two months, a group of directors representing at least one-third of the
Board members may call a meeting with a specific agenda.
The Chief Executive Officer may also request that the Chairman convene a Board meeting to consider a specific
agenda.
The Board of Directors’ internal rules stipulate the applicable procedures for attending Board meetings by
videoconference.
16.3.4 Evaluation of the Board of Directors
The Company has not instituted formal measures to evaluate the Board of Directors’ performance. However,
with a view to applying best corporate governance practices, the Board of Directors intends to regularly include
discussion of its operations in its agenda.
16.3.5 Committees of the Board of Directors
The Board of Directors may be assisted by specialist committees in performing its duties.
Subject to the membership rules described below, the Board of Directors is authorized to set up an Audit
Committee and a Compensation Committee.
92 - Iliad – Registration Document 2007