Press release from the Supervisory Board
AREVA / GROUPE
February 14, 2012
During its meeting held on December 12, 2011, devoted in particular to the examination of the 2011 closing estimates, the AREVA Executive Board indicated that it expected to book a provision of 1.46 billion euros (2.025 billion US dollars) in the company’s accounts for fiscal year 2011 for impairment of assets for the reporting entity UraMin, a mining company acquired by AREVA in 2007, which, given the provision booked in 2010 (426 million euros), brings the value of these assets on the AREVA balance sheet down to 410 million euros.
Given the size of these provisions, the Supervisory Board decided to make three of its members, meeting as an ad hoc committee, in charge of analyzing the terms of acquisition of this company, as well as the key decisions made in this reporting entity up to 2011 and, based on the outcome of these analyses, to recommend to it any appropriate measures in AREVA's interest.
This committee reported on its work during the Supervisory Board meeting held on February 14, 2012.
In light of this report, the Supervisory Board found that the fairness and reliability of the financial statements of previous years were not in question. Nevertheless, considering the malfunctionings raised, the Board considers it appropriate to thoroughly review AREVA’s governance in order to ensure that decisions concerning large acquisitions or investments be reviewed and validated in the future under conditions ensuring better legal and financial security and enabling a more transparent dialogue between management and the Supervisory Board.
It thus asked the Executive Board to recommend, at the next General Meeting of Shareholders, that the by-laws of the company be modified to make the Supervisory Board's prior approval of investments, stake acquisitions and acquisitions mandatory above a threshold of 20 million euros.
It also decided to set up a business ethics committee within the Supervisory Board responsible for ensuring that rules of conduct are properly applied.
Moreover, it asked the Executive Board to finalize in the shortest possible time frame the internal procedure applicable to the review and validation of the various projects and decisions creating a commitment, and the procedures for monitoring their execution.
In addition, it noted that the deliberations of the Executive Board, like those of the bodies or authorities having received delegation of authority from it, must be systematically documented in writing, and asked the Executive Board to ensure that this rule is thoroughly applied.
It asked the Executive Board to install a resources and reserves committee under its direct authority, responsible for validating each year the resource and reserve estimates appearing in the Reference Document, based on the work of the Reserves Department. This committee, which will involve one or more recognized external experts, shall specify the methods and schedule for updating resources and reserves. Its work shall be reported on an annual basis to the Audit Committee. Reference to the installation and operation of this committee shall appear in the Reference Document published by AREVA.
Lastly, it asked the Executive Board to study the transformation of the legal form of the company into a limited liability company with a board of directors.