2007 - April

3.0
Chairman of the Board of Directors’ report
Missions and organization of the committees;
Director compensation
Conditions for amending the bylaws.
1.3. Frequency of meetings
In accordance with its bylaws, the Board may meet as often
as necessary in the interests of the Company and at least
five times a year, as requested by the Chairman of the Board
of Directors or, if the Board has not met for more than two
months, as requested by at least one third of the directors.
Over the past fiscal year, your Board of Directors met twice,
as well as a further three times under the old Supervisory
Board structure.
1.4. Notices to attend for members
Pursuant to Article 14 of the bylaws, the members of the
Board of Directors were given notice to attend by an ordinary
letter in accordance with a schedule that is set at the
beginning of the year but may be modified over the course
of the year as required by events or at the request of several
members of the Board.
1.5. Information for members
In accordance with the performance of their mission, the
members of the Board of Directors have been provided with
all the necessary documents and information in the form
and timeframes required to deliberate under satisfactory
conditions. Furthermore, a specific report is drawn up each
quarter for the members of the Board of Directors with
numerous indicators on financial issues, human resources,
the organization, activities, etc...
1.6. Location for meetings
Meetings of the Board of Directors are generally held in Lyons.
The average rate of attendance for members of the Supervisory
Board and Board of Directors over 2007 was 85%.
The company bylaws specify that videoconferencing and
telecommunications facilities may not be used when:
Drawing up the annual and consolidated financial
statements;
Drawing up the company’s management report and, as
relevant, the Group’s management report;
Selecting the conditions for the performance of executive
management;
Appointing and dismissing the Chairman, Chief Executive
Officer and Deputy Chief Executive Officers.
1.7. Minutes of meetings
Minutes are drawn up further to each meeting of the Board
of Directors.
A draft version of these minutes is sent out to each one of the
members with the notice to attend the following meeting and
is voted on by members as soon as the session is opened.
1.8. Role of the Board of Directors
APRIL GROUP’s Board of Directors performs all of the
missions required under French law. With the presence of
several independent members, it is designed to act as force
to provide alerts, take a critical view of issues and submit
proposals. Over the past year, in addition to the decisions
required by the laws and regulations in force, the Board of
Directors addressed the following main issues:
Monitoring acquisition projects and creations of new
companies or activities;
Monitoring the integration of new companies within the
Group;
Monitoring the results of the employee satisfaction survey
Monitoring risk management and internal audit work;
Monitoring the policy for creating new products and
services;
Monitoring of provisional budgets and actuals;
Monitoring of the financial rating process for certain
companies.
1.9. Evaluation of the Board of Directors’ work
Under the company bylaws, the Board of Directors reviews
its operations at least once a year. In general, members of
the Board of Directors regularly analyze their practices, the
conditions for the Board’s work and the achievement of the
objectives set in connection with their missions. At each
Board meeting, the monitoring of decisions taken previously
by the Board of Directors makes it possible to gauge the
effectiveness of its work.
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