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Senior independent director

Given the decision to combine the offices of Chairman of the Board of Directors and Chief Executive Officer, the Board also decided to appoint an independent director as Vice-Chairman of the Board of Directors, who serves as senior independent director.

Assisted by the Corporate Secretary’s ser vices , the senior independent director’s roles and responsibilities include the following:

a he is the preferred contact for shareholders not represented on the Board. In this regard, a specific email address has been created ( to enable any shareholder to contact him directly with comments or queries;

a he coordinates the independent directors and, at his initiative, organizes independent directors’ meetings at least once a year, for which the Company manages the logistics and bears the costs. He sets the agenda for these meetings and chairs them, ensuring that each independent director has the opportunity to raise any issue not included on the agenda. Following the meetings, the senior independent director may, at his initiative, meet with the Chairman and Chief Executive Officer to discuss all or some of the comments and requests expressed by the independent directors. If necessary, he may also decide to comment on the work of the independent directors during the full meetings of the Board;

a he oversees the formal assessments of the Board’s procedures and validates the corresponding report;

a he may request that the Chairman and Chief Executive Officer add items to Board meeting agendas. In any event, he approves the annual plan of the strategic issues that will be included in the Board meeting agendas, as submitted by the Chairman and Chief Executive Officer;

a he is in charge of resolving any conflicts of interest that may arise among members of the Board of Directors.

Philippe Citerne has been the Company’s senior independent director and Vice-Chairman of the Board of Directors since May13, 2009. During 2012 he organized and chaired one independent directors’ meeting as well as a meeting between the independent directors and the Chairman and Chief Executive Officer.

Powers of the Board of Directors

The Company is governed by a Board of Directors, which determines the Company’s strategy, oversees its implementation, examines any and all issues concerning the efficient running of the business, and makes decisions on all matters concerning the Company.

Corporate governance



The Board of Directors deals with all matters falling within the
powers vested in it under the applicable laws and regulations.
In particular, the Board of Directors is responsible for:

a) approving the annual budget and the business plan presented
by the Chairman and Chief Executive Officer and the President
and Chief Operating Officer;

b) reviewing and approving all of the Group’s strategic objectives,
at least once a year, in accordance with the Board’s Bylaws;

c) authorizing the following decisions of the Chairman and Chief
Executive Officer and the President and Chief Operating
Officer prior to the decisions being implemented:

-any and all immediate or deferred financial commitments
representing more than €100million per transaction.
“Financial commitments” are defined as:

-any and all acquisitions or disposals of assets and majority or minority interests in other companies; in the latter case, the amount of the commitment is determined by reference to the entity’s enterprise value,

-any and all direct investments, for example for the creation of a business, the construction, refurbishment or extension of a hotel property, or expenditure on technological developments,

-rental investments, measured on the basis of the market value of the leased asset,

-hotel management contracts with a guaranteed minimum fee,

-any and all loans to entities in which the Company or one of its subsidiaries does not hold the majority of the shares and voting rights, and any and all commitments to participate in share issues by such entities,

-any and all transactions that may impact the Group’s
strategy or lead to a material change in the Group’s business
base (mainly entry into a new business or withdrawal
from an existing business), whatever the amount of the

-any credit facilities obtained from a single bank or a banking
pool, on one or more occasions, representing more than
€2billion or with a term of more than 15 years (irrespective
of the amount). Note that for credit facilities representing
less than €2billion, the Chairman and Chief Executive
Officer shall notify the Board of Directors once the facility
has been set up. Moreover, the Board’s prior approval is not
required for borrowings due in less than one year,

-any transaction involving the Company’s shares carried out
in application of ArticleL.225-209 of the French Commercial
Code that exceeds onemillion shares (with a cap of
twomillion shares per year);