2007 - April

3.0 Chairman 3.0
of the Board of Directors’ report
Chairman of the Board of Directors’ report
(Article L. 225-37 of the French commercial code)
Dear Shareholders,
In accordance with the provisions of Article L. 225-37 of the
French Commercial Code, please find hereafter our report
relative to:
The conditions for the preparation and organization of the
work carried out by your Board of Directors for the year
ended December 31 st , 2007;
The internal control system put in place by the company.
1. Conditions for the preparation and
organization of the Board of Directors’ work
At the General Meeting on August 28 th , 2007, shareholders
voted to change the company’s governance structure, opting
for the Board of Directors system, which seems best suited
to the Group’s new organization and the key issues and
challenges for the APRIL 2012 plan.
1.1. Board structure
Under the supervision of the Chairman, the procedures
implemented for the drafting of this report were based
on the work carried out, coordinated by the Risk Manager
in conjunction with the Finance Division, the Legal Affairs
Division and the main Group divisions. This report is also
based on the exchanges that took place with the Sustainable
Development Committee and the Statutory Auditors, as well
as the findings from internal audits conducted within the
Group.
Article 14 of our bylaws stipulates that the Board of Directors
must have a minimum of three members, but may comprise
up to eighteen members, who are appointed for a two-year
period of office and may be reelected. Your company’s Board
of Directors currently has 11 members.
A list of the members of the company’s Board of Directors,
including any functions held in other companies, is given in
the Board of Directors’ management report.
The corporate governance system implemented within
APRIL GROUP is in line with the recommendations set
forth in the AFEP/MEDEF report on corporate governance,
which are adapted to the size of the company as well as its
shareholding structure.
In line with recommendations relative to corporate governance,
it includes five independent members. To be considered
independent, members of the Board of Directors may not:
Be a current employee of the Group or have been an employee
at any point in the last three financial years ended;
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