LUX » Topics » ter

This excerpt taken from the LUX 20-F filed Jun 28, 2006.
ter of the Civil Code.

The Board of Directors can further appoint and dismiss managers and attorneys-in-fact for specific matters or categories of matters determining their powers.

The Board of Directors shall have exclusive authority with respect to the following matters:

1) defining the general investment and development plans and the goals of the Company and of the Group;

2) determining the budget of the Company;

3) defining the financial programs and approving the indebtedness of the Company exceeding 12 months;

4) approving strategic transactions, those significant in value or those which impose on the Company duties and obligations for a period exceeding three years.

The Directors shall report to the other directors or to the Board of Statutory Auditors with regard to those transactions involving an interest on their own account or on account of third parties, or influenced by the company who exercises the power of direction and coordination on its subsidiaries.

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