2010 annual report - touax group

majority of the Board's members are independent and the
member's discussions on this subject are satisfying. A compensation
committee has also not been set up in view of the
special characteristics of the limited partnership. The Supervisory
Board does not have any specific missions concerning
compensation of the Management Board.
1.4.4. Functioning of the Supervisory Board
The chairman convenes the Supervisory Board by letter at a
fortnight’s notice.
The Board has met five times during the period under review.
The average attendance rate was close to 95%.
Participation of the Supervisory Board's members in Supervisory
Board meetings in 2010:
Member of the Supervisory Board. . . . Number of meetings
BEAUCAMPS Serge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
BETHBEZE Jérôme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
LECLERCQ Jean Louis* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SOULET de BRUGIERE François . . . . . . . . . . . . . . . . . . . . . . 5
Société AQUASOURCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
OGIER Jean-Jacques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SERVATY Sophie. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
WALEWSKI Alexandre. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
* Mr. Leclercq passed away in February 2011
The Statutory Auditors are invited to Supervisory Board meetings
that inspect the annual or half-yearly financial statements.
The regulations regarding insider dealing apply to the members
of the company's Supervisory Board.
1.4.5. Assessment of the Supervisory Board’s functioning
In 2009, an in-house evaluation of the Board was formalized,
through a written evaluation questionnaire, which concerned
the Board's composition, the passing on of information to the
members, the frequency and duration of meetings, the subjects
dealt with, the quality of the debates, the work of the audit committee,
the Board's compensation and suggestions for
improvement.
The Board members consider that they have total freedom of
judgment. This freedom of judgment enabled them to take part
in the Board's work and collective decisions with total independence.
Throughout the year the Supervisory Board received
regular and reliable information. It appreciated the way in which
presentations were made during the meetings and their quality,
the exhaustiveness of the information made available to it,
and the cooperation with the Management Board.
In 2010, it was decided, in terms of a self-evaluation, to continue
to improve the functioning of the Board on points that were
brought up in the questionnaire, particularly the extension of
the length of Board meetings depending on the subjects treated,
strengthening the Board by integrating new competences
to be chosen each year, and the organization of Board meetings
on a production site.
The Board considers that it is in a position to exercise its supervisory
mission in a constructive manner.
1.4.6. Minutes of the meetings of the Supervisory Board
The Supervisory Board minutes names its secretary at each
meeting. The secretary draws up the minutes of the meeting
which are validated by the Chairman and submitted for approval
at the next Board meeting. They are then signed by the
Chairman and a member of the Board, and included in the
minute book.
1.4.7. Remuneration of the Supervisory Board
The compensation of the Supervisory Board totaled €63,000 in
the 2010 fiscal year, in accordance with the level of attendance
fees set by the Ordinary General Meeting of June 10, 2010.
The Ordinary General Meeting of June 27, 2011 will be invited to
approve attendance fees of €63,000 for the 2011 fiscal year.
50% of the Supervisory Board members' attendance fees were
allocated as a fixed payment, and 50% was paid according to
their actual presence at Board meetings. The Chairman of the
Supervisory Board receives double fees. Attendance fees will be
allocated to independent member(s) of the audit committee.
❙ 1.5. Current mandates of the members
of the Supervisory Board
1.5.1. Alexandre WALEWSKI – Chairman of the Supervisory
Board and member of the Audit Committee
Company offices:
• Commencement dates: director in 1977 (mandate expired on
July 28, 2005),
• Chief Executive Officer from July 1977 to December 1997,
• Chairman of the Supervisory Board since 2005,
• Age: 77,
• A French citizen.
Alexandre WALEWSKI was appointed as a member of the
Supervisory Board at the Extraordinary General Meeting of June
30, 2005 and elected Chairman at the Supervisory Board meeting
of September 29, 2005. His term of office ends at the next
Ordinary General Meeting of June 27, 2011. That meeting will
be asked to renew his term of office for a further year.
Alexandre WALEWSKI directly held 532,792 shares in TOUAX
SCA as of December 31, 2010.
Report of the supervisory board and of the chairman of the supervisory board 121