Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 77 2017-2018 2 The Board of Directors approved Vilmorin & Cie’s corporate and consolidated financial statements, along with any related reports, at its meeting of October 17, 2018. In compliance with the Internal Regulations and the recommendation of the Middlenext Corporate Governance Code, the Board of Directors regularly ensures that a succession plan, respecting Vilmorin & Cie’s specific characteristics, is in place for corporate officers and key individuals, and regularly discusses certain succession subjects during its meetings. The guidelines for the succession plan for corporate officers are drawn up, according to each case, either by Limagrain’s Board of Directors for its direct representatives, or in consultation with the Strategic Committee for Independent Members of the Board. With regard to salaried Top Executives and key individuals, as part of its Human Resources function, Vilmorin & Cie has set up a Careers Committee to plan and organize the mobility and succession of Top Executives and Executive Managers. For each meeting of the Board of Directors, minutes are drawn up summarizing the discussions, and validated by each Member of the Board. Each Member of the Board may request, at his or her initiative, a copy of the minutes of the meetings of the Board of Directors at a later date. Extracts of the minutes to be produced in court or elsewhere are certified by the Chairman of the Board of Directors or the Chief Executive Officer, or by the Secretary of the Board of Directors. 2.2.4.4. Evaluation of the Board’s work In order to comply with the Middlenext Corporate Governance Code recommendation on establishing an evaluation of the Board’s work and operations, Vilmorin & Cie’s Board of Directors carries out an annual self-assessment of its operating mode, the organization of its work and its composition. The Board of Directors has opted not to formally carry out this evaluation with the help of external consultants. Once every year the Chairman of the Board invites the members of the Board of Directors to express their opinion on the work and operations of the Board and its Committees. This item was on the agenda of the Board meeting held on June 27, 2018, but there was not enough time to discuss it. However, it was discussed at the Board meeting held on October 17, 2018 to approve the financial statements for the fiscal year closing on June 30, 2018. 2.2. The Board of Directors Report on CORPORATE GOVERNANCE