Form 20-F 2005

Designated Executive Officers
Upon proposal of the Chief Executive Officer, the Board of Directors is entitled to appoint up to five Designated Executive Officers
(directeurs généraux délégués), whose role is to assist the Chief Executive Officer.
The Board of Directors establishes the duration of the Designated Executive Officers’ terms and the limits of their powers in
accordance with the Chief Executive Officer. The Board also sets the Designated Executive Officers’ compensation.
A Designated Executive Officer has the same powers as the Chief Executive Officer in dealing with third parties, including the
authority to represent the Company in dealing with third parties. Upon proposal of the Chief Executive Officer, the Board of Directors
may remove the Designated Executive Officers at any time. In the event this dismissal is not justified, the Designated Executive
Officer may claim damages.
At the Board of Directors meeting on October 3, 2003, Mr. Gilles Auffret was named Designated Executive Officer
(directeur général délégué) with the specific mandate to implement the reorganization plan and to reduce costs. His term expired at
the end of the first Board meeting held after our June 23, 2005 shareholders’ meeting. On June 23, 2005 Mr. Auffret was appointed
and continues to be Group Executive Vice President of Operations.
Corporate Governance
We have a policy of aiming to ensure that French best practices, recommendations and standards on corporate governance,
especially those resulting from the AFEP-MEDEF Report of October 2003 (“Report”), which consolidated the Vienot and Bouton
reports, are integrated into our administrative and managerial functioning and operations.
In addition, we are subject to certain United States securities laws and regulations and New York Stock Exchange rules and standards
regarding corporate governance. Certain French corporate governance rules, notably those defining Director independence and the
role and functioning of committees, are different from NYSE standards. In addition, as a non-U.S. company listed on the NYSE, we
benefit from certain exemptions from U.S. rules and regulations, and other rules and regulations will only apply to us in the future.
Independence
Based on corporate governance principles set forth in the Report and NYSE corporate governance rules, our Board of Directors
has evaluated the independence of its members. Pursuant to the terms of the Report, “a Director is independent if such Director
maintains no relation of any kind with the Company, the Group or its management which could compromise exercising liberty of
judgment”. The Report recommends that the Board of Directors, according to the indicative criteria set forth in the report, review the
qualification of independent Directors each year. We also took into account the criteria of independence under the NYSE rules and
bore in mind the Sarbanes-Oxley Act that requires foreign issuers to have an Audit Committee composed exclusively of qualified
independent members. On December 14, 2005 the Board of Directors determined the independence of each of its members, after
having reviewed their respective situations and any intervening events since their prior qualification.
Messrs. Cardoso, Colombani, Contamine, de Fabiani, Legrain, Lévi, and Mer, seven of the 11 members comprising
our Board, were found to be independent. With respect to Messrs. Colombani and Legrain, new members of
the Board of Directors, they satisfy criteria for independence set out in the Report. Their independence was
also a factor in their appointment as Directors. The independence of Messrs. Cardoso, Contamine, de Fabiani,
Lévi and Mer has not changed since the Board last evaluated them. They continue to satisfy the criteria for independence
set out in the Report. With respect to Mr. Lévi, our Board determined that he continues to be independent, and that limited
ordinary course commercial relationships between our Company and Faurecia did not impair his independence. With respect to
Mr. Nanot, our Board determined that he should no longer be considered to be independent due to his position as Chairman of
our Board of Directors and the compensation he received for such service. The Board found that Mr. Clamadieu, Chief Executive
Officer, and Mr. Kheliff, Vice President of sustainable development, are not considered independent because of their positions in
Form 20 - F 2005 - Rhodia
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