Rules & operations < Corporate governance

Board of Directors

Rules & operations

Listen

As stipulated in the bylaws, the Board of Directors meets at least 4 times per year. In 2009, it met 7 times with an average attendance rate of 95%. One out of these 7 board meetings was covered as a result of the capital increase released on April 28, 2009.

Internal regulations

Internal regulations complement the requirements set forth by legislation and the bylaws of the Group. They specify:

the roles and duties of the Chairman and CEO, and of the Vice-president of the Board of Directors,
the restrictions to the powers of the Chairman and CEO,
the composition of the Board of Directors and its Committees,
the evaluation of senior management and of the Board,
the responsibilities of the different Board Committees.

Directors’ Charter

Rights and responsibilities

Approved by the Board of Directors in January 2008, this charter defines the rights and obligations of the directors. They have made a commitment to:

defend the Group's corporate interest,
avoid conflicts of interest,
be diligent and loyal,
declare relevant stock operations,
maintain their independence,
keep confidential information secret,
inform other directors,
disclose their relations with other companies.

Directors’ Charter (P.D.F - 21 Kb)

Powers of the Chairman and Chief Executive Officer

Bruno Lafont, Chairman and Chief
Executive Officer of Lafarge

Bruno Lafont, as Chairman and CEO of the Group :

Represents Lafarge in its relations with third parties.
He has broad powers to act on behalf of Lafarge in all circumstances.
In addition, as Chairman of the Board, he represents the Board of Directors. He organizes and directs the works of the Board in accordance with the provisions of its internal regulations.

In terms of the Group's strategic priorities:

They are proposed by the Chairman and CEO and are discussed annually by the Board of Directors.
Specific strategic presentations may be submitted to the Board of Directors as often as necessary.
The strategic priorities are approved by the Board of Directors.

Limitations of the Chairman and CEO's powers are contained in the Board's internal regulations providing that the following decisions must be submitted to it:

Certain investment and divestment decisions.
Certain financial transactions (debt and financing transactions, bond issues, etc.)

Powers of the Chairman and CEO (2009 annual report) (P.D.F - 72 Kb)
The Board, its Committees and its missions (2009 annual report) (P.D.F - 410 Kb)

Last update on 04/15/2010

Board of Directors

Members
Rules & operations
Committees

Back to "Board of Directors"

Back to top