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To assist it in specialist matters, the Board formed 2 committees in 1995, drawn from its members :
- The Audit Committee comprises 3 members, Pascal Castres Saint Martin as Chairman, Norbert Dentressangle and Jérôme Wittlin.
2 of the 3 members including its chairman are independent directors. This committee informs the Board on the identification, evaluation and handling of the main financial risks to which the Group may be exposed. It is concerned in particular with ensuring the conformity of financial reporting methods. It assists the Board with observations or recommendations, and participates in the preparatory procedure for appointing statutory auditors. The Audit Committee met on four occasions in 2007, with 83% attendance.
- Activities of the Audit Committee
In 2007, the Audit Committee attended to the following recurring matters :
- the draft annual accounts for 2006 and the draft half-year accounts for 2007, submitted to the Board of Directors;
- the nature and results of the work done by the statutory auditors, and their comments and recommendations on internal control;
- a review of the main findings of the internal audits carried out in 2007 and the internal audit plan for 2008 ;
- a review and analysis of risks.
In addition, the Audit Committee dealt with the following specific items :
- the Chairman’s report on internal control;
- review of progress on accelerating the annual closure of accounts, as well as of partial ‘hard closing’ and other related matters;
- reorganization of the Group consolidated management
control system;
- progress on setting up the Shared Corporate Services
Centre for accounting functions;
- review of hedging measures for raw-materials purchases;
- publication of sector information under IFRS 8.
- The Nominations and Remuneration Committee comprises 3 members, Pascal Girardot, permanent representative of FÉDÉRACTIVE, as Chairman, Philippe Desmarescaux and Philippe Lenain.
2 of the 3 members are independent directors. The committee reports on its work to the Board of Directors and makes recommendations on the makeup of the Board, on the terms of office of directors, and on the Group’s organization and structures; it also makes proposals to the Board on policy for the remuneration of executives, as well as on the introduction of share subscription and purchase option schemes, and on the terms and conditions applying to these. The Nominations and Remuneration Committee met on 3 occasions in 2007, with full attendance.
Activities of the Nominations and Remuneration Committee
The Nominations and Remuneration Committee attended to the following matters in 2007:
- review of a stock option plan for 109 members of Group management, and proposal of a rule to the Board of Directors on share retention obligations relating to the take-up of stock options allocated to Thierry de La Tour d’Artaise;
- review of 2006 bonus payments and of fixed remuneration for Group Executive Committee members in 2007;
- annual evaluation of the Board of Directors;
- review of the makeup of the Board of Directors;
- review of supplementary pension and retirement schemes for executives and members of the Group Executive Committee and the Group Management Board, and proposals on this subject to the Board of Directors.
All the items dealt with by the Audit Committee and the Nominations and Remuneration Committee are the subject of a report to the Board of Directors.
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