Annual Report and Consolidated Accounts 2015
mittee coordinates the operations of the functional units and the Company’s vari-
ous businesses, meeting with the senior managers of these units and businesses
on a regular basis.
The Audit Committee is responsible for auditing the Company’s activity in accord-
ance with law and the Company’s bylaws.
16. Statutory rules for procedural and material requirements
applicable to appointment and replacement of members of the
Board of Directors.
The rules on the procedural and material requirements applicable to the appoint-
ment and replacement of members of the Board of Directors are stated in articles
8, 9, 10 and 15 of the Bylaws.
The Board of Directors is made up of an uneven or even number of members, with
a minimum of three and a maximum of nine, elected by the General Meeting. A
number of substitutes equal to one-third of the number of acting directors may
also be elected.
Up to one-third of the directors shall be elected from among persons proposed in
lists subscribed by shareholder groups holding shares representing no more than
20% and no less than 10% of the share capital. Each list must propose at least two
candidates for each post to be filled and a shareholder may not subscribe more than
one list. If, in a given election, lists are presented by more than one group, the vote
will decide on all the lists taken together.
In the event of death, resignation or temporary or permanent disability of a director,
the Board of Directors shall arrange for a replacement. Where a director elected
under the rules set forth in the preceding paragraph is no longer able to serve, a
replacement shall be elected by the General Meeting.
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