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2005 ANNUAL REPORT - Renault

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Corporate governance<br />

Activities of the Board Committees<br />

Annual General Meeting of Shareholders<br />

on April 29, <strong>2005</strong>.<br />

Since its meeting of April 29, <strong>2005</strong>, the Board of Directors<br />

has counted four specialized committees.<br />

The Accounts and Audit Committee<br />

Chaired by Robert Studer, the Committee's other<br />

members are Alain Champigneux, Charles de Croisset,<br />

Dominique de La Garanderie, Jean-Louis Girodolle<br />

and Jean-Claude Paye. Four are independent directors.<br />

In <strong>2005</strong>, the Committee met four times and reviewed<br />

consolidated financial statements and the single-entity<br />

financial statements of <strong>Renault</strong> SA for 2004 and the first<br />

half of <strong>2005</strong>, considering the methods applied for the switch<br />

to IFRS for 2004 consolidated financial statements,<br />

together with the financial impact of the change. It also<br />

considered the dividend to be proposed in respect<br />

of the <strong>2005</strong> financial year, fees of Statutory Auditors<br />

and their organizations, the internal audit plan and Group<br />

taxation management.<br />

The Remuneration Committee<br />

Chaired by Franck Riboud, the Committee's two other<br />

members are François de Combret and Marc Ladreit<br />

de Lacharrière. All three are independent directors. In <strong>2005</strong>,<br />

the Committee met twice and considered the stock<br />

option program for the year, as well as the remuneration<br />

of the Chairman of the Board, the President and CEO<br />

and members of the Executive Committee.<br />

The Appointments and Governance Committee<br />

Chaired by Louis Schweitzer, the Committee's two other<br />

members are Marc Ladreit de Lacharrière and Dominique<br />

de La Garanderie, both independent directors. In <strong>2005</strong>,<br />

the Committee met twice and its principal concerns<br />

included the composition of the Board of Directors,<br />

the Board's new internal regulations reflecting changes<br />

in governance and reorganization of independent<br />

directorships on the basis of criteria set out in the joint<br />

report of business associations AFEP and MEDEF.<br />

The International Strategy Committee<br />

Chaired by Henri Martre, the Committee's other<br />

members are Georges Stcherbatcheff, Yves Audvard,<br />

Michel Barbier, Bernard Larrouturou, and Jean-Claude<br />

Paye, of whom two are independent directors. In <strong>2005</strong>,<br />

the Committee met once to consider <strong>Renault</strong>'s position<br />

in China and the Mercosur countries, as well as the Logan<br />

program.<br />

<strong>2005</strong> <strong>Renault</strong> Annual Report<br />

15

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