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Part 1 - General presentation of the Group
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Martin Gonzalez del Valle,
Independent Director since June 2005; co-founder and
partner of Realza Capital, one of the largest private equity
firms in Spain. For 12 years he worked in the private
equity sector as partner and CFO of Investindustrial
Partners Spain and as senior director and member of
the Executive Committee of Mercapital. He was deputy
general manager of Crédit Agricole Indosuez in Madrid,
and held several positions in household and sanitary
goods. He is currently chairman of the board of directors
of Esindus (non-executive office), and director of the
Spanish companies Socelec and Iberpapel SA. He has a
degree in law from the University of Madrid and holds an
MBA (Insead-Fontaibebleau-France).
3.2 Functioning
The Board of Directors met five times in 2010. The main
subjects discussed were:
■ the approval of the results of the Group, the reviews
of forecasts, annual budgets and the strategic business
plan,
■ the monitoring of the business and the financial
situation of the Group and some of its subsidiaries,
■ the review of some development and investment
projects in the frame of the development strategy
of the Group,
■ the overview of the new regulation related to corporate
governance and the approval of the changes made to
the Corporate Governance Charter.
All the directors attended every board meeting, except
Mr. Bernard Lambilliotte who could not attend the 27
April 2010 board meeting.
4. Committees
Under its own responsibility, the Board of Directors set
up Audit, Remuneration and Appointment Committees in
June 2005. The composition of these Committees was
reviewed on 27 May 2008, when the new Chairman of
the Board of Directors was appointed.
The mandates of some members of these Committees
expire this year; they will be renewed in function of the
renewal of the mandates of these members of the Board
of Directors.
4.1 Audit Committee
During the fiscal year 2010, the four members of the
Audit Committee were non-executive directors; out of
them two are independent directors.
Members
of the Audit Committee Function End of term
Sogepa SA represented by
Ms. Sabine Colson Chairman 26.04.11
Mr. Pierre Meyers (*) Member 26.04.11
Mr. Martin Gonzalez del Valle (*) Member 26.04.11
Mr. Bernard Lambilliotte Member 22.04.14
(*) independent director
As from 1st January 2011, the members of the Audit
Committee are:
Members
of the Audit Committee Function End of term
Mr. Pierre Meyers (*) Chairman 26.04.11
Mr. Martin Gonzalez del Valle (*) Member 26.04.11
Mr. Bernard Lambilliotte Member 22.04.14
(*) independent director
The Audit Committee met three times during the fiscal
year 2010, together with the auditor.
The subjects discussed by the Audit Committee
referred to:
■ the closing of the financial statements as
of 31 December 2009;
■ the closing of the financial statements as
of 30 June 2010;
■ the analysis of the new Corporate Governance
regulation.
Sabine Colson and Pierre Meyers attended all the
meetings of the Audit Committee; Martin Gonzalez del
Valle could not attend the 22 February meeting; Bernard
Lambilliotte did not attend any meeting.
4.2 Remuneration Committee
During the fiscal year 2010, the four members of
the Remuneration Committee were all non-executive
directors; out of them two are independent directors.