Vilmorin & Cie - Annual report 2017-2018

2.1. Corporate Governance Code of Reference 64 This Chapter contains the constituent parts of the report on corporate governance drawn up pursuant to article L.225-37 of the French Code of Commerce. This report was adopted by the Board of Directors at its meeting of October 17, 2018 and will be submitted for approval at the Annual General Meeting scheduled on December 7, 2018. 2.2. The Board of Directors 65 2.2.1. Composition of the Board of Directors and mandates of the Board Members 65 2.2.2. Changes in the composition of the Board 74 2.2.3. Presentation of Limagrain and the shareholding structure 74 2.2.4. Internal Regulations and how the Board of Directors functions 76 2.3. Specialized Committees 78 2.3.1. The Audit and Risk Management Committee 78 2.3.2. The Strategic Committee 78 2.4. Management bodies 79 2.4.1. The General Management 79 2.4.2. The Executive Committee 80 2.5. Agreements with corporate officers 81 and interests of the management bodies 2.5.1. Stock options, stock purchasing, voting rights, agreements 81 with corporate officers, agreements concluded between a corporate officer or a shareholder holding more than 10% of the Company’s voting rights and a subsidiary of the Company 2.5.2. Fees or allowances paid to corporate officers and Members of the Board 81 2.5.3. Remuneration of Members of the Management bodies 84 2.5.4. Conflicts of interest 84 2.6. Participation of the Shareholders 85 in General Meetings Appendix 85 2.7. Information liable to have an impact 85 in the case of a takeover bid 2 Report on CORPORATE GOVERNANCE