VALLAURIS II CLO PLC - Irish Stock Exchange

Substitute Auditors
Beas
François Chevreux
Pascal Macioce
Committees of the Board
The Board of Directors of Natexis Banques Populaires has had three special committees for the
past several years. Their job is to assist the Board in the performance of its functions.
– an Audit Committee, (set up in 1996),
– a Risk Management Committee (set up in 2000),
– a Remuneration Committee (set up in 1996),
Operating rules have been prepared for the Risk Management Committee and the Audit
Committee.
Whenever necessary, the Committees of the Board make inquiries of the head of Internal Audit,
the Corporate Secretary, the Senior Executive Vice President, Finance, the Senior Executive Vice
President, Risk Management, the Compliance Officer, the Senior Executive Vice President, Internal
Control, the Financial Crime Prevention Officer, or any other persons in a position to provide the
technical information required. The Auditors are invited to take part in the Audit Committee’s
meetings. Neither the Chairman nor the Chief Executive Officer attends meetings of the Committees.
Formal minutes are produced after each meeting and the Committee chairmen report periodically to
the Board on their activities and recommendations.
The Audit Committee has four members: Richard Nalpas, Chairman, Pierre Desvergnes, Jean de La
Chauvinière (independent director) and Francis Thibaud. Its overall responsibilities, pursuant to its
operating rules, are to assist the Board of Directors in controlling risk at Natexis Banques Populaires, to
review draft financial statements and related financial disclosures. Where necessary, the Committee obtains
explanations about material items before the financial statements are presented to the Board. During its
review, the Committee examines the accounting treatment of non-recurring transactions and obtains
assurance concerning the appropriateness and consistent application of accounting principles and methods.
As well as meeting before the publication of the interim and annual financial statements, the
Committee may also hold other meetings during the year to review any issues that fall within its
purview. In 2005, the Committee met twice, with a 75% attendance rate, to review the 2004 annual
financial statements and the 2005 interim financial statements, prior to their presentation to the
Board. The Auditors attended both meetings.
The Auditors submit a summary of the nature and objectives of their work to the Committee.
This summary includes their observations on the accounting choices made and on the technical
aspects of the closing, their opinion on the level of provisions and on the various risks to which the
bank is subject. The Auditors also draw the Committee’s attention to the consequences of regulatory
and accounting changes affecting the presentation of the parent-only and consolidated financial
statements. They make suggestions intended to improve the quality of the financial information that
the bank produces.
The Risk Management Committee has four members: Daniel Duquesne, Chairman, Jean-François Comas,
Claude Cordel and Jean-Louis Tourret.
In accordance with its operating rules, the Risk Management Committee assists the Board of
Directors in managing the risks incurred by Natexis Banques Populaires. To this end, the Committee
analyses the bank’s main areas of risk, other than those concerning the accuracy of the financial
statements and financial disclosures, and assesses the effectiveness of the internal control systems. In
the same way as the Audit Committee, the Risk Management Committee may review any issues that
fall within its purview.
In 2005, the Risk Management Committee met four times, with a 100% attendance rate, and
examined, in accordance with CRBF rule no. 97-02, the Chairman’s report on how the Board of
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