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Role of the Vice-Chairman of the board

Article 14 of the Company’s bylaws allows for the appointment by the Board of one or two Vice-Chairmen to lead Board meetings in the Chairman’s absence. 

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In view of its decision to combine the positions of Chairman and Chief Executive Officer, the Board decided to appoint an independent Director as the Vice-Chairman of the Board of Directors. This duty has been carried out by Philippe Citerne since June 29, 2010.

On February 11, 2015, the Board of Directors decided to amend its Internal Regulations to formalize this practice. Under Article 1.5 of the amended Internal Regulations, the Vice-Chairman may also act as senior independent director provided he/she qualifies as an independent director in accordance with the criteria disclosed by the Company. In addition, the Board of Directors must appoint a Vice-Chairman if the Chairman is also the Chief Executive Officer, in which case the Vice-Chairman will also serve as senior independent director. 

 

The preferred contact for the other independent directors

In addition to the role vested in him by the Company bylaws, the Vice-Chairman, as lead director, acts as the preferred contact for the other independent directors. 

Whenever necessary and at least once a year, he organizes a meeting reserved exclusively for independent directors to allow them to discuss certain issues outside full Board meetings. The meeting costs are paid by the Company which also handles the logistical aspects. The meeting agenda is set by the Vice-Chairman but each independent director is able to raise any other issues not included on the agenda. 

After the meeting, the Vice-Chairman can arrange to meet the Chairman and Chief Executive Officer to inform him of all or certain of the independent directors’ comments or requests. If appropriate, he may also decide to comment on the work of the independent directors during meetings of the full Board.

The contact for shareholders not represented on the Board

The Vice-Chairman, who also acts as senior independent director, oversees responses to requests from shareholders not represented on the Board, makes himself available to hear their comments and suggestions and, where possible, answers their questions after consulting the Chairman. 
To this end, he has been assigned a specific e-mail address that may be used by any person who wants to send him their comments or ask questions: philippe.citerne@edenred.com.
 The Board of Directors is informed by the Vice-Chairman about all of his contacts with shareholders.

 

Other responsibilities

The Vice-Chairman, who also acts as senior independent director, oversees formal self-assessments of the Board’s practices and approves the self-assessment report. He may intervene with the Chairman and Chief Executive Officer on the items to be included on the agenda of Board meetings. 
He approves the annual summary of strategic issues to be included on the agenda of Board meetings, as submitted to him by the Chairman and Chief Executive Officer. Lastly, he deals with any conflicts of interest involving Board members.