ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

4 Report
CORPORATE GOVERNANCE
of the Chairman of the Supervisory Board
The Audit Committee met fi ve times over the past fi nancial
year (compared to six times in 2010) on the following dates:
21 January, 11 February, 26 April, 22 July and 24 October
2011.
The attendance rate of members of the Audit Committee at
meetings was 100% in 2011 (it was also 100% in 2010).
During its meetings, the Audit Committee reviewed, before their
submission to the Supervisory Board, inter alia, the following
subjects and matters:
� as of the closing of the annual fi nancial statements for
2010 and for the fi rst half of 2011, the Audit Committee
verifi ed the organisation of the account closing, reviewed
the fi nancial statements and the other related fi nancial
information (and in particular any proposal to change the
accounting standards or principles), held discussions with
the Group Chief Financial Offi cer and with the Statutory
Auditors, and reviewed their reports;
� it examined and approved the Group refi nancing strategy
presented by the Chief Financial Offi cer;
� it reviewed the amount of fees paid to the Statutory Auditors
for the 2010 fi nancial year;
� it coordinated the process of selecting Statutory Auditors,
whose term of offi ce was due to expire, and submitted the
fi ndings of this selection process to the Supervisory Board.
The process of selecting Statutory Auditors went as follows:
� call for applications,
� review of the service proposals,
� interview of a number of fi rms by the Audit Committee
and the Group Finance Department,
� choice of Statutory Auditors submitted to the Annual
General Meeting of 4 May 2011;
� it examined the various press releases with regard to
quarterly revenue and the annual and half-year results as
well as the various documents presenting these results to
fi nancial analysts;
� it reviewed the annual budget for 2011 as well as the
Management Board’s quarterly business reports;
� it held discussions with the Group head of internal audit and
reviewed the annual business report and the various work
carried out, and in particular:
� the presentation of the fi ndings of the audits carried out
in 2010,
� the follow-up in 2010 of issues identifi ed during site
and/or thematic audits carried out in 2009,
� the follow-up of actions taken in 2010 with respect to
the management of major risks identifi ed in the course of
updating the risk mapping,
� the implementation of various procedures to improve
internal control,
� the updating of the Saft Group internal control repository,
96 / SAFT - ANNUAL REPORT 2011
� the analysis carried out on the Group’s corporate
governance practices, comparing them with the various
recommendations made by Afep-Medef and the AMF
in 2010,
� the audit and Internal Control action plans for the 2011
fi nancial year;
� it examined the Statutory Auditors’ audit plan for the 2011
fi nancial year;
� it examined the Chairman’s report on the preparation and
organisation of the Board’s work in 2010, Internal Control
and risk management procedures and the principles and
rules for setting the remuneration of corporate offi cers.
Remuneration and Appointments Committee
The Remuneration and Appointments Committee comprises
three members of the Supervisory Board, two of whom are
independent. Committee members are appointed on an
individual basis and may not be represented at meetings
by another person. The members of the Remuneration and
Appointments Committee are Charlotte Garnier-Peugeot, Yann
Duchesne, Chairman, and Bruno Angles.
The main role of the Remuneration and Appointments
Committee is to consider and to put forward recommendations
to the Supervisory Board on the issues listed below:
On remunerations:
� the amount of attendance fees awarded to Supervisory
Board members, and how they are distributed;
� remuneration and benefi ts for members of the Management
Board and members of the Saft Management Committee;
� stock option plans,
On appointments:
� the appointment and re-appointment of Management and
Supervisory Board members;
� the structure and composition of the Supervisory Board and
its committees;
� the review of forecast changes to management resources
of the Saft Management Committee (SMC), the succession
and/or re-appointment of its members;
� the review of the independence of Supervisory Board
members, in accordance with the criteria set out in the Afep-
Medef Code.
In the course of its work, the Remuneration and Appointments
Committee can rely on external studies and reports.
The Remuneration and Appointments Committee met eight times
over the past fi nancial year (compared to fi ve times in 2010),
on the following dates: 21 January, 11 February, 24 February,
10 March, 22 March, 26 April, 5 May and 22 July 2011.
The attendance rate of the members of the Remuneration and
Appointments Committee at meetings was 96% in 2011
(compared to 100% in 2010).