2005 Annual Report - Touax

Jean-Louis LECLERCQ holds 250 shares of the company
TOUAX SCA.
Philippe REILLE
Member of the Supervisory Board
Date of appointment: Director in 1986
Age 67 years
Philippe REILLE was appointed as a member of the
Supervisory Board at the Extraordinary General
Meeting of 30 June 2005. His term of office expires at
the time of the next Ordinary General Meeting of 28
June 2006. It is proposed that his term of office be
renewed for one year at that meeting.
Philippe REILLE holds 300 shares of TOUAX SCA.
Thomas M. HAYTHE
Member of the Supervisory Board
Date of appointment: Director in 2001
Age 66 years
Other offices held: Commonwealth Center Assoc.
Llp – Member of Executive Committee, Nottoway
Properties Inc – Secretary, Diebold Finance
Company Inc – Vice President & Assistant Secretary
Diebold Finance Company – Vice President &
Assistant Secretary, Orley Investments Inc –
Director, Vice President, Secretary and Treasurer,
Tulip Rock Investments Inc – Vice President, Bugina
(United States) Inc – Director, President and
Secretary, Bemarin Investments N.V – President &
Director, Novametrix Medical Systems Inc –
Director, General Counsel and Assistant Secretary,
Guest Supply Inc – General Counsel, Westerbeke
Corporation – Director, General Counsel, Ramsay
Youth Services Inc – Director, General Counsel and
Assistant Secretary, Nureddin Corporation SA –
Director, President & Secretary.
Thomas M. HAYTHE was appointed as a member of
the Supervisory Board at the Extraordinary General
Meeting of 30 June 2005. His term of office expires at
the time of the next Ordinary General Meeting of 28
June 2006. It is proposed that his term of office be
renewed for one year at that meeting.
Thomas M. HAYTHE holds 4,380 shares of TOUAX
SCA.
Jérôme BETHBEZE
Member of the Supervisory Board
Date of appointment: Director in 2004
Age 44 years
Other offices held: Chairman of the Board of
Directors of Quilvest Gestion Privée
Jérôme BETHBEZE was appointed as a member of
the Supervisory Board at the Extraordinary General
Meeting of 30 June 2005. His term of office expires at
the time of the next Ordinary General Meeting of 28
June 2006. It is proposed that his term of office be
renewed for one year at that meeting.
Jérôme BETHBEZE holds 301 shares of TOUAX SCA.
Yves-Claude ABESCAT
Representing the company SALVEPAR
Member of the Supervisory Board
Date of appointment: member of the Supervisory
Board on 30 January 2006.
Age 63 years
Other offices held: Chairman-Chief Executive Officer
of SALVEPAR, member of the Supervisory Board of
Générale Marocaine de Banque, permanent representative
of Société Générale Capital Développement,
Director of Oberthur Smart Cards, Director of LT
Participations (IPSOS Group), Director of Groupe
Gascogne, Director of IPSOS, and Director of François
Charles Oberthur Fiduciaire.
His term of office expires at the time of the next
Ordinary General Meeting of 28 June 2006. It is proposed
that his term of office be renewed for one year
at that meeting.
SALVEPAR holds 249,928 shares of TOUAX SCA.
Hugo VANDERPOOTEN
Representing the company ALMAFIN
Date of appointment: Director in 2000
Age 50 years
The company ALMAFIN resigned as a member of the
Supervisory Board following a change in the policy of
the KBC Bank Group (parent company of Almafin),
which decided to divest its holding in TOUAX.
ALMAFIN no longer holds any shares in TOUAX SCA.
The Audit Committee
The Audit Committee was established at the meeting
of the Supervisory Board of 30 January 2006. Its
work began with the 2005 accounts. It comprises two
members (Alexandre WALEWSKI and Jean-Louis
LECLERCQ).
The purpose of the Audit Committee is to assist the
Supervisory Board in the auditing of the Group’s
accounts.
Internal control
Definition and recap of the context
Internal control is defined by the Institut Français de
l’Audit et du Contrôle Interne as a process implemented
by the directors and personnel of an organization,
at whatever level, in order to provide them at
all times with reasonable assurance that:
2 operations are conducted, secured and optimized
in such a way that the organization is able to achieve
its fundamental objectives and the required levels of
performance, profitability and asset protection,
2 the financial operations are reliable,
2laws, regulations and directives are complied with.
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