Corporate Governance

Management Board

Composition

Diaxonhit is managed by a Management Board composed of no less than two and no more than five members who perform their functions under the supervision of the Supervisory Board.

The members of the Management Board each have a three-year renewable mandate.

The age limit for a Management Board role is 70. The mandate of a Management Board member who reaches this age ends at the end of the ordinary general meeting that approves the financial statements of the year ended, and which is held in the year that the member reaches 70 years of age.

Management Board members may be selected from among non-shareholders but they must be physical individuals.

The Supervisory Board appoints the members of the Management Board, appointing one of them as Chairman, and sets their remuneration at the time of appointment.

Management Board members can have their mandates revoked by a shareholders' general meeting or by the Supervisory Board. The revocation of a mandate without reasonable grounds may be subject to a claim for damages and interest.

If a Management Board seat becomes vacant the Supervisory Board must fill it within two months. A person appointed to replace a former member occupies his/her new role only for the remainder of his/her predecessor's term.

To date, the members of the Management Board are: Jean-Michel Carle Grandmougin (Chairman), Denis Fortier and Hervé Duchesne de Lamotte (Generals managers)

Functioning of the Management Board

The Management Board meets whenever the company's needs require, convened by the Chairman or by half its members, at the place indicated by the convener. The meeting may be convened by any means, including verbally.

Management Board meetings are chaired by the Chairman of the Management Board. In his/her absence, the Management Board designates a meeting chairman.

Management Board meetings may not validly deliberate unless at least half its members are present. Decisions require a simple majority of its members present. Management Board voting cannot be by proxy.

Powers of the Management Board

The Management Board is vested with the widest powers to act on behalf of the Company in any circumstances It exercises these powers within the limits of the company's purpose and subject to those expressly imposed by law and by the Articles of Association on the Supervisory Board and shareholders' general meetings.

Thus, unless authorized in advance by the Supervisory Board, it cannot:

  • make exceptional, strategic and/or investment decisions of a kind that would significantly change the Company's operation and/or change the nature and scope of its business activities (such as company buyouts, joint ventures, disposals of essential assets)
  • decide the sale of real estate properties, the total or partial sale of holdings, the setting up of guarantees, or financial guarantees or endorsements.
  • approve any significant transactions outside of the scope of the announced strategy;
  • approve any significant transactions that the Management Board would like to submit to the Board for approval.

When an operation requires approval by the Supervisory Board and the approval is refused, the Management Board may submit the disagreement to a shareholders' general meeting for a decision on how to proceed.

The members of the Management Board, with the approval of the Supervisory Board, allocate their management tasks among themselves. However, this allocation may under no circumstances have the effect of diminishing the Supervisory Board' responsibility to ensure that the Company is managed in a collegiate way.

Supervisory Board

Composition of the Board of Directors

The Company's Supervisory Board has at most eleven members.
Its members each have a three-year renewable mandate. Ex-members remain eligible. The mandate of a Supervisory Board member automatically ends, without the possibility of renewal, at the end of the ordinary general meeting of shareholders that approves the financial statements of the year ended, and which is held in the year that the member reaches age 75.

The Supervisory Board appoints, among its own members, a Chairman and Vice-Chairman who remain in those roles for the length of their mandates as Supervisory Board members. The Chairman and Vice-Chairman must be physical individuals.

To date, Supervisory Board members are:
- Mr. Jean-Pierre Hermet, Chairman
- Mr. Michel Picot, Vice-Chairman
- Mr. Patrick de Roquemaurel

Functioning of the Supervisory Board

The Supervisory Board meets as often as the Company's needs require, convened by its Chairman, at its head office or any other place indicated in the meeting request.

In any case, the Supervisory Board meets at least once every quarter in order to heard the quaterly report of the Management Board.

However, the Chairman of the Supervisory Board must call for a meeting to take place within two weeks, if at least one Management Board member or one-third of Supervisory Board members makes a reasoned request to do so. If the Chairman fails to do so, the requesting members can themselves call a meeting, indicating the agenda and venue.

The Supervisory Board may not validly deliberate unless at least half its members are present. Decisions are taken by a majority of the Supervisory Board members who are present or represented at the meeting. If the vote is a tie, the Chairman's is the deciding vote.

The Supervisory Board has adopted an internal Board rule describing its organization and operation and those of its committees.


Powers of the Supervisory Board

The Supervisory Board exercises continuous supervision over the Management Board's management of the Company. As part of this, it may at any time of the year conduct any verifications and audits it considers opportune and request any documentation it considers useful to fulfill its mission.

The Supervisory Board has the sole competence to authorize certain significant operations, in particular those listed under the heading "Powers of the Management Board".

The Supervisory Board may confer on one or more of its members any special powers for any defined purpose or purposes.

It may decide to create its own internal committees, decide their composition, assign them functions operating under the Board's responsibility, provided it does not delegate to a committee any functions that are assigned to the Supervisory Board itself by law or by the Company's Articles or that have the effect of reducing or restricting the Supervisory Board' powers.

Audit Committee

The internal rules of the Supervisory Board stipulate that the Audit Committee be composed of no less than two and no more than five members, with the majority of its members being independent and possessing financial and accounting skills.

The Audit Committee meets whenever the Company's needs require and at least twice a year, prior to the Supervisory Board' review of the annual and semi-annual financial statements.

Financial and accounting managers of the Company may be asked to attend Supervisory Board meetings at the latter's discretion.

When appointed, Committee members receive information concerning the accounting, financial and operational specifics in force within the Company and Group.
Prior to the publication of annual financial statements, it meets to review all risks.


The Audit Committee's mission is to review:

  • The company and consolidated annual financial statements to facilitate their approval or review by the Supervisory Board
  • The semi-annual consolidated financial statements
  • Significant risks, disputes and off-balance sheet commitments
  • The pertinence and durability of the accounting methods adopted in preparing the company and consolidated annual financial statements and consolidated semi-annual statements
  • The implementation of the official Auditors' recommendations
  • The procedure for selecting Auditors, the formation of an opinion on the amount of fees charged for performing their statutory audit mission, and verification that rules for ensuring their independence are maintained.
  • Any financial or accounting question submitted to it by the Chairman of the Supervisory Board, in particular the Company's budget.

To achieve these missions, the Committee consults the official Auditors, outside the presence of company officers and financial managers if it so wishes. It also consults, outside the presence of company officers, the Company managers responsible for preparing the financial statements and for internal audit, including financial and accounting managers.

The Committee must be able to use external experts as needed.

The Committee must have sufficient time to review the Company's financial statements. The official Auditors must be present when the Audit Committee meets to review the Company's financial statements.

With respect to financial control procedures and internal control procedures for collecting and reviewing information, the Committee verifies that these are defined and that they ensure that the financial information is reliable and true. It oversees that these procedures are regularly assessed and, if necessary, improved.

The reports it sends to the Supervisory Board must allow the latter to stay fully informed of the recommendations and conclusions of the Committee's work.

For all its missions, the Committee presents its conclusions, recommendations, proposals and opinions to the Supervisory Board, which is then responsible for making any consequent decisions.

To date, Audit Committee members are:
- Mr. Michel Picot, Chairman
- Mr. Patrick de Roquemaurel

Audit Responsibility

Official Auditors:

Ernst & Young Audit

Represented by Mr. Cédric Garcia

Tour First

1, Place des saisons

92400 Courbevoie

Appointed in the original Articles of Association of October 15, 1997 and renewed at the shareholders general meeting of June 25, 2015 for a term of six fiscal years; namely, until the general meeting to be held in 2021 to approve the financial statements ended December 31, 2020.

Supporting Auditors:

Mr. Philippe Declercq

15, Rue du parc Montsouris

75015 Paris

Appointed at the shareholders general meeting of June 25, 2015 for a terms of six fiscal years; namely, until the general meeting to be held in 2021 to approve the financial statements ended December 31, 2020.

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