Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 84 2017-2018 2 Report on CORPORATE GOVERNANCE 2.5.3. Remuneration of Members of the Management bodies In 2017-2018, the sum of compensations and benefits in kind made to members of the Executive Committee came to 1.5 million euros. Moreover, the total amount funded to retirement benefits of members of the Executive Committee came to 0.8 million euros on June 30, 2018. 2.5.4. Conflicts of interest The Internal Regulations of Vilmorin & Cie, as adopted on June 30, 2017, include an article relating to the independence of Members of the Board and conflicts of interest. They provide for the obligation for each Member of the Board in such a situation to fully and immediately inform the Board of Directors of any real or potential conflict of interest that he/she may have in the course of his/her duties as a Member of the Board. In the event of a conflict of interest, he or she must abstain from taking part in the discussions and from voting on the deliberations concerned. To the knowledge of the Company: no member of the Board or the management has been convicted of fraud over the past five years, no member of the Board or the management has been subject to bankruptcy, or has gone into receivership or liquidation as a member of an administrative, management or supervisory body over the past five years, no member of the Board or the management has received an official public penalty or sanction pronounced by the statutory or regulatory authorities (including designated professional bodies) over the past five years, no member of the Board or the management has been prevented by a court of justice from acting as a member of an administrative, management or supervisory corporate body, or from intervening in a management or executive capacity over the past five years, there is no current or potential conflict of interest between the duties held by any of the members of the Board or the management with regard to the Company and/or other duties. 2.5. Agreements with corporate officers and interests of the management bodies

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