We uphold the AFEP-MEDEF Code of corporate governance for listed companies
(sometimes referred to as “the Code” – see the MEDEF website: www.medef.fr).
The Code results from the consolidation of the reports of 1995, 1999 and 2002
and the Recommendations of October 2008 regarding the compensation of
chief executive officers. The AFEP (“Association française des entreprises
privées”) and the MEDEF (“Mouvement des entreprises de France”) are
French associations gathering companies in private sector. Our Board of
Directors, at its meetings on October 29 and December 11, 2008,
confirmed, and then published its adherence to the AFEP and MEDEF
recommendations. The principles of the Code govern, among other things, the
operating rules of our Board of Directors and its Committees, as described in
the Board of Directors’ Operating Rules.
In addition, since our securities are listed on the New York Stock Exchange,
we make every effort to reconcile the principles referred to above with the
rules of the NYSE concerning corporate governance that apply to us, as well as
with the provisions of the U.S. Sarbanes-Oxley Act, which came into force in
2002. In this respect, we note, throughout 2008 Annual Report on form
20-F, Chapter 7, the main ways in which our corporate governance practices
are aligned with, or differ from, the NYSE’s corporate governance rules
applicable to U.S. “domestic issuers” listed on that exchange.
The AFEP-MEDEF code is based on specific principles which our policy in
terms of corporate governance largely mirrors, as outlined in the 2008 Annual
Report on form 20-F, Chapter 7; we explain in the chapter our alignment
with the Code, and, when applicable, the particular position of our