2007 - April

3.0
Chairman of the Board of Directors’ report
1.10. Rules for determining corporate officer
compensation
In accordance with the provisions of the French law for the
development of employee profit-sharing and shareholding,
incorporated into Article L.225-37 of the French Commercial
Code, we are reporting to you on the following governance
rules, applicable for determining compensation of any kind
granted to the corporate officers of APRIL GROUP or its
companies.
Fixed compensation
This is determined by the Board of Directors or the
Supervisory Board of each Group company.
Variable compensation
Variable compensation is awarded by the Board of Directors
or the Supervisory Board of each Group company depending
on the objectives set the previous year based on three
criteria:
Economic and financial results: performance in terms of
revenues, operating income, net income and ROE, as well
as the development of new business;
Qualitative performance relative to the satisfaction of
employees, clients and call handling;
Intra-group cooperation and innovation: cross-business
contributions between Group companies; involvement of
managers and employees within cross-business workshops
and APRIL University, involvement of managers in the ad hoc
governance committees of the Group and its subsidiaries;
contribution to the development of new products or
processes, representing sources of differentiation for our
companies.
Directors’ fees
Only the independent members of the Board of Directors receive
directors’ fees for their participation in governance bodies.
The Ordinary General Meeting approves the amount of
director’s fees granted to the members of the Board of
Directors for the past financial year. The average level of
compensation per independent director for their participation
in meetings for the Supervisory Board, Board of Directors and
other Committees came to 10,000 euros for 2007.
This compensation includes preparations for and participation
in the sessions concerned.
Benefits in kind
The Board of Directors of APRIL GROUP or the Board of
Directors of Group companies provide their executives with a
company vehicle and supplementary healthcare and personal
protection cover.
Stock options
Under a delegation given by the Ordinary General Meeting,
setting the term and maximum overall amount for the
scheme, the Board of Directors grants certain corporate
officers and employees stock options (conditional or other),
in accordance with the conditions applicable under stock
option regulations. The conditions for the various schemes
are presented in the annual report.
1.11. Powers given by the Board of Directors to its
Chairman
The Board of Directors has chosen to not separate the
functions of Chairman of the Board of Directors and Chief
Executive Officer. The powers of the Chairman and Chief
Executive Officer are those applicable under French law. He
is therefore invested with the broadest powers to act under
any circumstances in the company’s name.
Such powers, which may be sub-delegated, must be
exercised in accordance with the provisions applicable under
the bylaws, the general guidelines and rules set by the Board,
and the APRIL GROUP’s specific management principles.
Any acquisitions of equity interests and partial or total
disposals of capital in subsidiaries must however be presented
to and approved beforehand by the Investment Committee.
2. General internal control structure
2.1. Objectives
APRIL GROUP has put in place an internal control system
designed to meet the following major objectives:
To effectively manage the risks resulting from the activities
of businesses making up the Group, focusing primarily on
prevention and a proactive approach;
To ensure that the operational activities of the various
Group companies are in line with the framework defined by
the relevant labor relations bodies, the laws and regulations
applicable and the internal rules, standards and values in
force within the company and the Group;
To secure the main operational processes and financial
flows for Group companies;
To enable newly integrated companies to benefit from the
Group’s internal control standards and best practices;
To ensure that internal and external communications truly reflect
the situation and activities of the Group and its companies.
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