Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 80 2017-2018 2 Report on CORPORATE GOVERNANCE 2.4.1.2. Limits to the powers granted to the CEO and the Delegate CEO The Chief Executive Officer has the widest powers to act in all circumstances on behalf of the Company. He exercises these powers within the scope of the object of the Company and subject to the powers granted by the French law governing Shareholders’ meetings and Boards of Directors. The Delegate CEO has the same powers as those of the CEO with regard to third parties. For purposes of the Company’s internal organization, the powers of the CEO and the Delegate CEO have been partially limited by the Board of Directors, but these limits are not available against third parties. These restrictions concern, in particular, the following points (according to financial limits defined by the Board of Directors): acquisition, contribution and disposal of participations in other companies or provision of security interests in such participations, signing off-balance sheet commitments, borrowing, with the exception of campaign funding over less than one year, decision to grant any sureties and constitute any mortgages or other guarantees on all the Company’s assets. 2.4.2. The Executive Committee Vilmorin & Cie’s Executive Committee is led by Daniel JACQUEMOND; it comprises: The Executive Committee meets twice every month. Its vocation is: to propose strategic orientations to the Board of Directors and then to ensure their implementations,
 to arbitrate on budgetary proposals from the different Business Units and check regularly that budgetary decisions are respected, to analyze any opportunities for external growth, partnerships or divestments, to submit them to the Board, and then to make sure they are properly finalized,
 to define the main rules and operating procedures for Vilmorin & Cie, to establish projects to close the half-yearly and annual consolidated and corporate accounts. Franck BERGER VP of the Vegetables Seeds Division Bruno CARETTE VP of the Field Seeds Division Vincent SUPIOT Chief Financial Officer Daniel JACQUEMOND Delegate CEO Agnès MISTRETTA VP for Human Resources 2.4. Management bodies