2005 Annual report - Virbac

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The roles and responsibilities of each function involved in
the process were also reviewed from recruitment management
and compensation policy to management of internal
mobility skills.
❖ Legal affairs
In 2005, the Legal department completed the Group’s legal
organisational chart and continued working on the
consistency of the statutory organisation of the subsidiaries
with the corporate governance principles in force within
Virbac and the delegated operational responsibilities.
Group information on contracts and company law was
centralised in a shared database (Legal information system),
which enables effective and collaborative use of each
module. The “insurance” and “consulting desk” (legal
library) modules are being completed in the case of the
former and being designed in the case of the latter and
should both be operational in 2006.
All contracts outside the normal operational framework
binding Virbac SA are reviewed and signed by a member of
the Executive board. In the other Group entities, contracts
are signed by the Area director or where so authorised by a
subsidiary manager.
The Legal department also aids the Group’s central
departments in the management of their contractual
undertakings and is involved in negotiating and drafting
contracts pursuant to an established request for assistance
procedure.
The Legal department is directly responsible for monitoring
company law relating to all French companies. It lastly deals
with suits and disputes and makes itself available to Group
entities to provide advice with regard to company law and
business law.
2.2.3.2 Other processes involved in the management
of Group operations
❖ Strategy
The Group’s strategy is laid down by the Executive board
with the support of the Strategic committee: it is approved
by the Supervisory board and published (annual
management meeting in France, meetings held by Area
Managers…).
Domain specific strategies (R&D, production), segment
strategies (biology, dermatology...) and geographic area
strategies are subject to review and decisions to switch focus
by the Strategic committee. The decentralised three-year
plan annual process, framed by goals laid down by the
Executive board, involves all zones and major subsidiaries.
Licensing activities, carried out in line with the strategy laid
down by the Group and largely consisting of the acquisition
or disposal of rights to active ingredients, products (finished
or in development), are extensive. A database accessible to
all zones was put in place to enable the dynamic exchange of
information and to improve responsiveness on ongoing
projects. A large team, part of which is dedicated, is put in
place to manage and carry out projects.
The rules governing information and action were clarified
and formalised within “Best practices”; the systematic
approval of the Executive board makes it possible to monitor
this business and, for larger projects, formal approval by the
Supervisory board is required.
The Group also has an active acquisitions policy and
planned acquisitions are systematically managed by an adhoc
unit consisting of at least one member of the Executive
board and including the Financial affairs department and
the Legal department. The approval loop for planned
acquisitions is the same as for Licensing activities.
❖ Research and Development
Research and Development, partly decentralised across
the zones, is essential to growing the Group. The goal is
to adapt the portfolio of projects to the local regulatory
requirements and specific sales and marketing needs in
the zones.
In order to further cooperation and sharing, the Research
and Development department encourages synergies between
the regional research centres. In this regard, the monitoring
of activities, framed by directives and methods, is organised
so as to provide exhaustive documentation and full
traceability of the data, itself subject to controlling,
generated from studies.
An operational monitoring procedure, covering all Group
projects, makes it possible to be responsive with regard to
the decisions to be taken, on the basis of progress and the
expected and actual technical position of projects, thereby
cutting financial risks to a minimum.
The development and registration of products is carried out
in compliance with operating methods having regard to
Good Manufacturing Practices and Good Laboratory
Practices, imposed by the regulatory framework governing
this business.
❖ Production
The veterinary industry complies with the strict requirements
of the pharmaceutical industry. The carrying out of research
and development, production and distribution operations is
subject to regular auditing by French and international bodies
with strong sanction powers.