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Executive
Management The company's daily management is entrusted to the Managing Director (CEO), assisted by an Executive Committee which he chairs. Additional assistance is provided by the Management Committee and the Strategic Planning Committee. The Board of Directors defines the duties and responsibilities of the Managing Director in accordance with a procedure approved by the Board of Directors. The Managing Director has a certain margin for manoeuvre and sufficient powers to enable them to propose business strategy and then implement the strategic plan decided by the Board of Directors, whilst respecting the company's values, risk tolerance and policy directions. The Executive Committee members are appointed by the Board of Directors following a proposal by the Managing Director and after consultation with him. The Managing Director defines the duties and responsibilities of the Executive Committee. The Board of Directors shall be informed of any modification of missions and responsibilities. During the course of 2005, the Board of Directors shall examine the way in which functional descriptions can be included in the company's Guide on Corporate Governance. The Managing Director shall report on a permanent basis to the Board of Directors on the exercising of his duties and responsibilities. The Managing Director shall play an intermediary role between the Executive Committee and the Board of Directors. However, the Executive Committee members shall be regularly invited to take part in meetings of the Board of Directors in order to explain certain dossiers or activities (see above). Agreements exist relating to the way in which the Executive Committee prepares decision-making within the Board by ormulating and commenting on decision proposals, management decisionmaking and management reporting to the Board of Directors. During the course of 2005, the Board of Directors will consider the possibility of putting these procedures down in writing and of including them in the Company's Guide to Corporate Governance. External representation powers and the scope and limitations of such powers are clearly specified in the authorizations drawn up for this purpose. An agreement has also been signed with the regional directors defining the rights and responsibilities in relation to their mandates. |