2005 Annual report - Virbac

49
Report of the Chairwoman of the Supervisory board on the
conditions for preparing and organising the work of the
Supervisory board and the internal control procedures
Article 117 of the French Financial Security Act - article 225-68 of the French Commercial Code
The contents of this report are based on an analysis of the
Group’s position and organisation primarily carried out
through a series of meetings with the Executive board of
Virbac S.A.
A draft report was subsequently submitted to the Audit
committee and its recommendations taken on board.
The Supervisory board received the comments of the Audit
committee and the Statutory auditors and had regard to the
final version of the Chairwoman’s report.
1. Preparation and organisation of the
work of the Supervisory board and the
Executive board
1.1. Preparation and organisation of the work
of the Supervisory board
1.1.1. Responsibilities and membership of the
Supervisory board
The Board is responsible for monitoring the management of the
Executive board.
It exercises its monitoring powers by meeting every three
months in order to review in particular the company’s and
Group’s performance indicators and annual and half-yearly
financial statements presented to it by the Executive board.
It carries out its work by, where necessary, getting information
from the Statutory auditors. It also carries out a careful review
of any planned acquisitions on the basis of analyses drawn up
by the Executive board.
At 4 April 2006, the Supervisory board was comprised of six
members, three of whom are independent:
François Guinot
Aged 63, an ENSC chemical engineering graduate, Doctor
in the Physical Sciences and Doctor in Business
Administration, François Guinot was previously Chairman
and General manager of Rhône-Poulenc Chimie and
General manager of Biomérieux. He is currently Chairman
of the Académie des Technologies and Chimie Industrielle,
Vice-chairman of the Fédération Française des Chimistes
and Director of the Centre National de la Recherche
Scientifique.
XYC SARL, represented by Xavier Yon, aged 66, a graduate
of the Paris science faculty; Xavier Yon represents XYC
SARL.
Formerly Chairman & General manager of laboratoires
Galderma, he is currently Chairman of the Ecole de
Biologie Industrielle de Cergy-Pontoise and Chester Valley
Pharmaceuticals Inc.
Philippe Capron
Aged 48, a graduate of the HEC and the Paris Institut
d'études politiques, former ENA student and tax inspector,
Philippe Capron is administrator of Tinubu Square SAS
and Arcelor Stainless International SA, as well as Chairman
of the Supervisory board of Achatpro SA and manager
of Arcelor Treasury SNC.
The other members are:
Marie-Hélène Dick
Aged 41, veterinarian and a holder of an MBA from the
HEC, Marie-Hélène Dick was appointed Chairwoman of
the Supervisory board of Virbac SA in April 2006. She is
also Chairwoman of the Board of Directors and General
Manager of Panmedica SA, as well as Chairwoman of the
Board of Directors of Panpharma SA.
Jeanine Dick
Aged 69, wife of the founder Pierre-Richard Dick, Jeanine
Dick was Chairwoman of the Supervisory board of Virbac
SA for a number of years. She has held the position of
Vice-Chairwoman of Virbac SA since April 2006. She is
also manager of Investec, a non-trading company, and
Racing Boat SARL.
ASERGI SARL represented by Pierre Madelpuech, aged 45,
an ENSAM engineering graduate and a holder of an MBA
from the HEC; he represents ASERGI SARL of which he is
manager. He is also a member of the Executive boards of
VGC Distribution SA and Manuest SA, as well as director
of Panpharma SA and Panmedica SA.