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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
c)
Keeping a record of all treasury share trades ordered and executed for consultation by the director of
regulatory compliance, the Board of Directors or any other persons designated by the Board.
d)
Establishing relationships with any supervisory bodies as necessary to correctly comply with the provisions
of this Code.
e)
Preparing a report on the Department’s activities quarterly or whenever so required.
f)
Notifying the director of regulatory compliance of any significant incident arising from the management of
the treasury shares.
SIGNIFICANT AGREEMENTS THATWOULD COME INTO FORCE, BE AMENDED OR EXPIRE IN
THE EVENT OF A CHANGE OF CONTROL AT THE COMPANY
There are no significant agreements subject to a change in control at the Company.
AGREEMENTS BETWEENTHE COMPANY AND ITS DIRECTORS AND MANAGERS THAT PROVIDE
FOR SPECIAL INDEMNITIES
The following table itemises the only instances of special indemnification schemes outstanding between the Company
and its directors and managers.
Position
Guarantee or golden parachute clause
General
Manager
Termination of contract by the Company (except for just cause):
(in replacement of legally prescribed severance, unless the latter is higher)
Termination between 24/04/02 and 31/12/07: 24 months’ salary
Termination between 2008 and 2011: 18 months’ salary
Termination thereafter : 12 months’ salary
General
Manager
Severance scheme:
a) Voluntary redundancy: accrual per annum: fixed annual salary + annual bonus/13.5, so that total
compensation is equivalent to the total years worked.
b) Justified or unjustified dismissal: legally prescribed severance + severance set out in a) above
Division
Manager
Termination of contract by the Company (except in case of just cause):
An indemnity of one year of gross fixed salary plus legally prescribed severance.
Manager
Termination of contract for reason attributable to the Company (except in case of just cause):
18 months of fixed salary (including legally prescribed severance).