By-laws

The Board of Directors adopted a set of by-laws on 30 March 2004.

The Board of Directors adopted a set of by-laws on 30 March 2004.

 

The aim of the by-laws is to specify the tasks and operating methods of the Board of Directors, along with its members’ rights, obligations and recruitment practices, within the scope of their authority, in order to ensure the Company’s long-term future, its smooth running and the sustained creation of value for shareholders, employees and the Company’s other stakeholders.

The by-laws can be approved and altered only on the decision of the Board of Directors.

Attached to the by-laws are the following:

  • the regulations of the appointments committee;
  • the regulations of the remuneration committee;
  • the regulations of the audit committee;
  • the definition of an independent director as provided by the appointments committee on 14 January 2004;
  • the manager-shareholder’s charter.

In addition to the tasks attributed to it by law and by the articles of association, the Board approves strategic decisions, budgets, significant acquisitions and disposals, and restructuring plans. It also ensures the quality and reliability of financial and non-financial information and of shareholder communication.

In particular, the Board of Directors’ tasks include:

  • approving the Chairman’s report, organising and preparing the Board’s work and managing internal control procedures;
  • defining the role of an independent director;
  • defining the remuneration policy for the Group’s executives;
  • making necessary changes to the regulations governing the various Committees.

The specialized Committees make proposals to the Board relating to their field of expertise.

The by-laws define the rights and obligations of directors, particularly as regards attendance, confidentiality of information, directors’ information rights and restrictions on trading in Neopost shares.

They specify that a minimum of four Board meetings are to be held per fiscal year and that each director must hold Neopost shares worth at least one year of director’s fees.

The by-laws also set out the rules for transcribing the minutes of meetings.