Form 20-F 2005

During its preliminary meeting with the Board to review financial statements, the Committee members had the opportunity to hold
discussions with the auditor and the Group’s Financial Director.
Compensation and Selection Committee
The Board of Directors also has a Compensation and Selection Committee comprised of three independent Directors: Mr. de Fabiani
(chair), Mr. Cardoso and Mr. Legrain. The Compensation and Selection Committee was created in May 1998 and is responsible for
proposing to the Board the compensation to be granted to the Chairman and the Chief Executive Officer, employee stock option
plans, the policy that governs salaries and bonuses of our officers and key personnel, capital increases reserved to employees and
succession plans, as well as nominees for top management posts. It meets at least twice a year and as often as required in the
best interests of the Company. It is also responsible for presenting nominees for Board membership, evaluating their independence
and selecting members for committees.
The Compensation and Selection Committee met nine times in 2005 (with an average attendance rate of 100%). The Committee’s
work and recommendations dealt primarily with reviewing Director’s fixed and variable compensation and attendance fees based on
market practice; future developments in the Directors’ remuneration policy; and review of the variable fees for General Management
Committee and Executive Committee members. It also made adjustments to the stock option program, as a result of the capital
increase. It reviewed the indemnity policy and retirement plans for high managers, the composition of the Board of Directors and
Committees and began researching potential corporate members.
Strategic Committee
The Strategic Committee, created in September 2000, is comprised of three independent permanent Directors: Mr. Mer (chair),
Mr. Lévi and Mr. Colombani. The Strategic Committee is responsible for advising the Board of Directors with regard to portfolio
transactions, contemplated external growth opportunities, asset disposals or major alliances. The Strategic Committee must
meet at least twice a year, with one annual meeting to review and analyze our operations and strategy, and as often as required by
our best interests. Meetings are open to attendance by other members of the Board of Directors owing to the importance of the
matters covered.
The Strategic Committee met three times in 2005 with an average attendance rate of 88.8%. Over the course of its meetings, the
Committee reviewed strategic prospects and divestment programs, as well as specific strategies targeting certain business activities
and an analysis of the Group’s portfolio of activities.
Board of Directors’ Internal Regulation
Since June 2000, our Board of Directors has operated according to internal rules (règlement intérieur). Neither a replacement of
French law nor our by-laws, the Board’s internal rules are an internal document that defines the composition, role and powers of
the Board of Directors and its committees. These rules are aimed at optimizing the efficiency of meetings and discussions and at
taking precautionary measures and maintaining confidentiality. The rules provide for our Board to be informed either directly or
through its Committees of all significant events affecting our markets and us. The internal rules provide that the Board must perform
an annual self-evaluation to examine, in particular, its own functioning and consideration of important questions.
General Management Committee
The table below sets forth, as of the date hereof, the names, current position and ages of the members of our General Management
Committee (Comité de direction générale), which is our principal management body. The six members of the General Management
Committee are our executive officers. At regular meetings, the General Management Committee implements our global orientations
that are established with the Board of Directors, and makes key decisions with respect to strategy, human resources, legal matters,
finance, international development, environment and safety, as well as corporate communications.
Form 20 - F 2005 - Rhodia
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