2005 Annual report - Virbac

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50 1.1.2. Supervisory board meetings In line with article 15 of the Articles of association, members of the Board are notified fifteen days in advance by ordinary letter sent by courier. The Statutory auditors are invited to all Supervisory board meetings. The documents, technical material and information necessary for the performance of the duties of the members of the Supervisory board relating to the items on the agenda are sent out, by courier, as early as possible prior to the meeting. Supervisory board meetings are generally held at head office. Minutes of Supervisory board meetings are drawn up at the end of each meeting and submitted for the approval of Supervisory board members at the next meeting. During the past year, the Supervisory board met six times, in line with the Articles of association. The attendance rate of Investec and XYC, respectively represented by Marie-Hélène Dick and Xavier Yon, was one hundred percent; Jeanine Dick, François Guinot and ASERGI, represented by Pierre Maldelpuech attended five out of six meetings and Philippe Capron attended four out of six meetings. Members of the Supervisory board also met informally several times during the year for work and review sessions. 1.1.3. Special committees 1.1.3.1 The Compensation committee The membership and responsibilities of the Compensation committee are set out in the “Corporate governance” section of the annual report. The Compensation committee, chaired by an independent member of the Supervisory board, met four times during 2005, two of which with the Chairman of the Executive board in attendance. 1.1.3.2 The Audit committee The membership and responsibilities of the Audit committee are set out in the “Corporate governance” section of the annual report. The Audit committee, chaired by an independent member of the Supervisory board, met three times during 2005 with the Chairman of the Executive board, the Chief financial officer and the Statutory auditors in attendance. 1.2. Executive board membership The Executive board has five members: ◆ Éric Marée Aged 53, a graduate of the HEC and a holder of an MBA from Cornell University, Éric Marée joined Virbac in October 1999 and has been Chairman of the Executive board since December of the same year. He supervises the Human resources, Communications and IS departments. ◆ Pierre Pagès Aged 54, DMV and a holder of an MBA from the HEC, Pierre Pagès joined Virbac in 1980. A member of the Executive board since December 1992, he supervises global operations, production activities and quality assurance. ◆ Christian Karst Aged 47, DMV, Christian Karst joined Virbac in 1984. A member of the Executive board since December 1996, he supervises Research and Development, Licensing, Group strategic marketing and the Medical department. ◆ Michel Garaudet Aged 51, a graduate of the HEC, Michel Garaudet joined Virbac in 1993. A member of the Executive board since December 2002, he supervises the Financial and Legal departments. ◆ Jean-Pierre Dick Aged 40, DMV and a holder of an MBA from the HEC, Jean-Pierre Dick is responsible for special projects and is President of the Virbac Foundation. He has been a member of the Executive board since 1996. The members of the Executive board meet, in line with the law, in order to report quarterly to the Supervisory board and whenever business so requires. The members of the Executive board officially met nine times during 2005 and far more frequently on an informal basis. 2. Internal control system 2.1. Internal control: definition and goals Virbac views internal control as a set of processes established by senior executives, implemented by Group management and personnel, designed to provide reasonable assurance that the following goals are achieved: reliability of
51 financial information, execution and optimisation of operations, compliance with applicable laws and regulations and asset protection. One of the goals of the internal control system is to manage the risks stemming from the Group’s business activities and risks of error or fraud, in particular in the accounting and financial fields. Like any control system, there can, however, be no ironclad guarantee that these risks have been completely eliminated. The internal control system in place within the Group is thus designed to: ◆ ensure that the execution of operations and employee conduct are in line with the guidelines laid down for the Group’s business activities by the management bodies, applicable laws and regulations, and the Group’s internal values, standards and rules, ◆ ensure that the accounting, financial and management data given to the Supervisory board and shareholders genuinely reflects the business and financial position of the company. 2.2. Organisation of internal control The Group’s international expansion requires a sound, shared and pragmatic framework to allow for the integration of new employees, regardless of where they are from. The organisation into five decentralised international areas lead by managers who are familiar with and able to deploy good operational practices in the Group, was further strengthened in 2005 with the putting in place of regional management controllers one of whose goals is to ensure the proper application of the Group’s internal control rules. Each area is responsible for its operations following discussion and approval of strategic decisions by the Executive board: this is where the Group’s strategy and expansion are sketched out, subsequently broken down and applied locally. The coordination of local actions is also carried out by specific departments and central departments under the supervision of members of the Executive board. Internal control is also carried out in a decentralised manner by each department for all processes regardless of whether they are operational, support or management. This system thus enables operational risks to be better assessed. 2.2.1. Parties involved The organisation of the Supervisory board, its membership and that of its special committees together with their responsibilities, help the Group to operate in an efficient and transparent manner (see section 1 of the report). 2.2.1.1 Role and operation of the Executive board The Executive board is primarily responsible for organising, driving and ensuring the proper development of the Group. Its members have divided the responsibilities as follows: Éric Marée, Chairman of the Executive board, is responsible for supervising and coordinating the activities of all the members of the Executive board. He performs all the legal functions of a Company Head and assumes the responsibility. He represents the company and acts on its behalf in all circumstances and particularly before the courts. For the purposes of the company’s internal organisation, he is, moreover and more particularly, responsible for the following central departments: ◆ Human resources department, ◆ Group IS department, ◆ Communications department, including financial communications in tandem with Michel Garaudet. Pierre Pagès, Chief operating officer, aids the Chairman in his work and stands in for him with his agreement, exercising the same powers pursuant to the law. He also, more specifically, manages the Production Department and sits as Head Veterinarian of Virbac SA, pursuant to articles L.5142-1 et seq. of the French Public Health Code. For the purposes of the company’s internal organisation, he supervises the following departments: ◆ International operations department, responsible operationally for the subsidiaries and export activities, covering twenty-four countries split into five areas: Europe, North America, Latin America, Asia and Sanza (South Africa, New Zealand and Australia), ◆ Industrial operations department, in particular responsible for drawing up and carrying out the Group’s industrial strategy, coordinating the seven production sites, the three main ones being based in France, and coordinating actions designed to ensure strict regulatory compliance, ◆ Industrial quality assurance department.
Page 1 and 2:
2005 Annual report Passionate about
Page 3 and 4: Bringing our expertise and care to
Page 5 and 6: 1 Contents A message from the Chair
Page 7 and 8: 3 Éric Marée Chairman of the Exec
Page 9 and 10: 5 Breakdown of shareholders in term
Page 11 and 12: 7 In 2005, 30% of sales were genera
Page 13 and 14: 9 Cash flow (in € million) 39.9 2
Page 15 and 16: 11 • A new freeze-dryer with a ca
Page 17 and 18: 13 Finance and stock market Share p
Page 20 and 21: 2005 Annual Report 16 Innovation Mo
Page 22 and 23: 2005 Annual Report 18 The customer
Page 24 and 25: 20 2005 Annual Report The Virbac-Pa
Page 26 and 27: 2005 Annual Report 22 Industrial co
Page 28 and 29: 2005 Annual Report 24 Human resourc
Page 30: 2005 Annual Report 26
Page 33 and 34: 29 Management report 2005 Virbac sa
Page 35 and 36: 31 ❖ Equine Equine products close
Page 37 and 38: 33 ❖ In Portugal 2005 sales at Vi
Page 39 and 40: 35 Acquisitions and disposals Virba
Page 41 and 42: 37 Consolidated balance sheet and f
Page 43 and 44: 39 A resolution will be submitted f
Page 45 and 46: 41 - Member of the Management board
Page 47 and 48: 43 ◆ Investors and analysts are w
Page 49 and 50: 45 ◆ checking air emissions, ◆
Page 51 and 52: 47 Virbac in France Workforce Virba
Page 53: 49 Report of the Chairwoman of the
Page 57 and 58: 53 This organisation, put in place
Page 59 and 60: 55 the recognition of transactions
Page 61 and 62: 57 The Industrial operations depart
Page 63 and 64: 59 Consolidated financial statement
Page 69 and 70: 65 Translation of financial stateme
Page 71 and 72: 67 Inventories and work-in-progress
Page 73 and 74: 69 In the case of exchange rate hed
Page 75 and 76: 71 Notes to the consolidated financ
Page 77 and 78: 73 Property, plant and equipment by
Page 79 and 80: 75 Note B7 - Deferred income tax As
Page 81 and 82: 77 Note B12 - Employee benefits (
Page 83 and 84: 79 Note R1 - Sales Sales breakdown
Page 85 and 86: 81 Note R6 - Breakdown of net incom
Page 87 and 88: 83 Note A4 - Composition of Virbac
Page 89 and 90: 85 Note A10 - Consolidation scope a
Page 91 and 92: 87 Transition to IFRS Consolidated
Page 93 and 94: 89 Transition to IFRS LIABILITIES A
Page 95 and 96: 91 Transition to IFRS Breakdown of
Page 97 and 98: 93 Supervisory board report The Exe
Page 99 and 100: 95 As required by law, details of t
Page 101 and 102: 97 ❖ to record the finalisation o
Page 103 and 104: 99 Index Page 5 ◆ Shareholder str
Page 105:
Virbac 13 ème rue LID - BP 27 0651
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2005 Annual report - Virbac

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