2011 Annual report - touax group

Annual report 2011
the subjects dealt with, strengthening the Board by including
new skills to be chosen each year, and organizing Board meetings
on a production site.
In 2011 the Board was assessed internally by an evaluation
questionnaire concerning the composition of the Board,
the passing on of information to members, the frequency
and length of the meetings, the subjects dealt with, the
quality of the discussions, the work of the Audit Committee,
the compensation of the Board and suggested improvements.
It emerged that the Board members are satisfied with the
improvements to the functioning of the Board, in particular
concerning the main areas for improvement identified in 2009.
They consider that they have total freedom of judgement. This
freedom of judgement enabled them to take part in the Board's
work and collective decisions with total independence.
Throughout the year the Supervisory Board received exhaustive,
regular and reliable information, sufficiently in advance of
the Board meetings. It appreciated the style and quality of the
presentations made during the meetings. New areas for
improvement were identified, in particular with presentations
made in turn by the managers of the functional departments,
which enhanced the Board members' understanding of the
Group's business lines.
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 appoints a secretary at each meeting.
The secretary draws up the minutes of the meeting which are
validated by the Chairman and submitted for approval to 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. Compensation of the Supervisory Board
The compensation of the Supervisory Board totalled €63,000 in
the 2011 fiscal year, in accordance with the level of directors'
fees set by the Extraordinary General Meeting of June 27, 2011.
The Ordinary General Meeting of June 15, 2012 will be invited
to approve compensation of €63,000 for the 2012 fiscal year.
50% of the directors' 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 directors' fees. Attendance fees will be allocated to the
independent member(s) of the Audit Committee.
❙ 1.5. Current terms of office 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 and commencement dates: director in 1977
(term of office expired on July 28, 2005),
• Chief Executive Officer from July 1977 to December 1997,
• Chairman of the Supervisory Board since 2005
• Age: 78,
• French citizen,
• Non-independent member, due to a family relationship with
the Managing Partners and in addition holding about 10% of
the capital of TOUAX SCA.
Alexandre WALEWSKI was appointed member of the Supervisory
Board at the Extraordinary General Meeting of June 30, 2005
and elected Chairman at the meeting of the Supervisory Board
on September 29, 2005. Her term of office ends at the next
Ordinary General Meeting of June 15, 2012. That meeting will
be asked to renew her term of office for a further year.
Alexandre WALEWSKI directly held 532,792 shares in TOUAX
SCA at December 31, 2011.
1.5.2 Jérôme BETHBEZE, member of the Supervisory Board
and member of the Audit Committee
• Company offices and commencement dates: director in 2004
(term of office expired on July 28, 2005),
• Member of the Supervisory Board since 2005,
• Age: 50,
• French citizen,
• Independent member.
Other terms of office: CEO of Quilvest Family Office, member
of the French Society of Financial Analysts (SFAF).
Jérôme BETHBEZE was appointed as a member of the
Supervisory Board at the Extraordinary General Meeting of
June 30, 2005. Her term of office ends at the next Ordinary
General Meeting of June 15, 2012. That meeting will be asked to
renew her term of office for a further year.
Jerôme Bethbeze held 350 shares in TOUAX SCA at December
31, 2011.
1.5.3. Jean-Jacques OGIER, member of the Supervisory Board
• Company offices and commencement dates: member of the
Supervisory Board in 2007,
• Age: 65,
• French citizen,
• Independent member.
Jean-Jacques OGIER was appointed as a member of the
Supervisory Board to represent SALVEPAR at the Combined
General Meeting of June 29, 2007, and then in his own right at
the Combined General Meeting of June 10, 2009. Her term of
office ends at the next Ordinary General Meeting of June 15,
2012. That meeting will be asked to renew her term of office for
a further year.
Jean-Jacques OGIER held 250 shares in TOUAX SCA at December
31, 2011.
1.5.4. François SOULET DE BRUGIERE,
member of the Supervisory Board
• Company offices and commencement dates: member of the
Supervisory Board in 2008,
• Age: 58,
• French citizen,
• Independent member.
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