Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 76 2017-2018 2 Report on CORPORATE GOVERNANCE 2.2.4. Internal Regulations and how the Board of Directors functions 2.2.4.1. Internal Regulations In accordance with the Middlenext Corporate Governance Code, Vilmorin & Cie’s Board of Directors has adopted a set of Internal Regulations in order to comply with the recommendations made. These Internal Regulations lay down the principles governing the functioning of the Board of Directors, as well as the ethical obligations of the members, in particular with regard to the declaration and management of conflicts of interest within the Board of Directors. It is posted on the Company’s website www.vilmorincie.com . 2.2.4.2. Training and information for the Board Members In addition to the individual and personalized training courses regularly attended by Vilmorin & Cie’s Directors, the Board of Directors holds an annual one-week seminar during which various topics directly related to the group’s development strategy are discussed. During fiscal year 2017-2018, exchanges focused on the mid-term plan for each activity, the international development strategy, in particular Asia, and on the profit-sharing policy. With regard to informing the members of the Board of Directors, it is specified in the Internal Regulations that all Directors must of course have access to the same information. The agenda for the Board of Directors’ meetings is established by the Chairman. As stipulated in the Internal Regulations, it is sent to members in advance of each meeting and accompanied, as far as possible, by the necessary documents and information to enable them to prepare efficiently for the meetings. In addition, as stated in Vilmorin & Cie’s Internal Regulations: “Members of the Board are kept regularly informed, between meetings, of any events or operations that are significant for the life of the group” . 2.2.4.3. How the Board of Directors functions Vilmorin & Cie’s Board of Directors meets regularly. Meetings are convened by written notice to attend from the Chairman, and are held at the Company’s head office or any other place fixed in the notice. During fiscal year 2017-2018, Vilmorin & Cie’s Board of Directors met seven times in accordance with a schedule fixed at the beginning of the fiscal year; the attendance rate for the members of the Board of Directors was 93.88%. In addition to these scheduled meetings, the Board of Directors may also be convened for any other subject of significant importance that may arise, and members are subsequently kept aware of how the files progress. Furthermore, regular discussions are held between the Board members and the operational Executives to prepare for strategic decisions. Vilmorin & Cie’s Members of the Board are also given responsibilities on the Board of Directors or equivalent bodies in its main subsidiaries. Vilmorin & Cie’s Statutory Auditors attend Board meetings twice a year to approve the interim and annual financial statements. The work of the Board of Directors is structured through its missions of orientation and monitoring. The role of the Board of Directors is therefore primarily to ensure that the management of all operational structures is optimized. For this purpose, it is more particularly required to define Vilmorin & Cie’s global strategy, check the coherence of policies implemented, and ensure that the main risks are identified and properly controlled. The main topics discussed during the past fiscal year dealt with: an analysis and approval of the orientations presented by the Executive Committee for the mid-term plan, confirmation of the strategy and the orientations of the Vegetable and Field Seeds divisions both in terms of international development and research investments, implementation of the group’s development plan and strategic partnerships, particularly in upstream technologies, an analysis of the main operations for acquisitions/mergers planned or ongoing in the agrochemicals sector that might have an impact on the seeds activities, whether field seeds or vegetable seeds, and consequently any opportunities that open up to Vilmorin & Cie, implementation of the group’s financial operations to reinforce the Company’s mid- and long-term resources (syndicated bank funding, etc.), closing of the parent Company financial statements and consolidated financial statements for the first semester and fiscal year of 2017-2018, approval of the budget for fiscal year 2018-2019. 2.2. The Board of Directors