Conflicts of interest

Each Director acts without conflict and always puts the interests of the Company before his individual interests. Each member of the Board arranges his personal and business affairs so as to avoid direct and indirect conflict of interest with the Company.

All Directors inform the Board of conflicts of interest as they arise and abstain from participating in discussions and deliberations on the matter involved in accordance of the relevant provisions of the Companies Code.

Any abstention from voting, motivated by a conflict of interest is disclosed in accordance with the relevant provisions of the Companies Code.

The Board has a long established procedure for transactions or other contractual relationships between the Company, including its related companies, and its Board members (or the companies with which they have a close relationship), which are not covered by the legal provisions on conflict of interest, as follows: if the interests at stake could be conflicting, the Board member concerned by the transaction informs the Board and abstains from participating in the deliberations and abstains from voting. In such case, the Board will be particularly attentive that the approval of the transaction is motivated by the Company's interests only and that it takes place at arms length. The minutes relating to the discussion and decision concerning the issue, object of the conflict will mention the abstention and the nature of the conflict. Each year the Directors make a report to the Board describing, as the case may be, all relationships between them or the companies with which they (or a close family member) have a close link (such as an executive function, a directorship, a controlling shareholding), and the Company including its related companies.

If a member of the Executive Committee has a proprietary or personal interest in a decision or transaction that conflicts with the interests of the Company, he informs the Chairman of the Committee and he may not take part in the deliberations or voting on that matter. The minutes relating to the discussion and decision concerning the issue, object of the conflict will mention the abstention and the nature of the conflict.
Each year the Committee members make a report to the Committee describing, as the case may be, all relationships, proprietary or personal, between them or the companies with which they (or a close family member) have a close link (such as an executive function, a directorship, a controlling shareholding), and the Company or its affiliates.