6 - Vicat

OPERATION OF THE ADMINISTRATION AND MANAGEMENT BODIES16.2. OPERATION OF THE MANAGEMENT BODIES16The Board of directors is quorate if at least half of itsmembers are present. Decisions are taken by a majorityvote of the members present or represented.If there is a tied vote, the President shall have thecasting vote.Over the last three years, the Board of directors mettwice a year. During those meetings, the followingpoints were always examined : situation of the industry,examination of the Company and of the consolidatedfinancial statements. Attendance at meetingsof the Board of directors was 100 %. Delegates fromthe works council also attended all meetings. Allresolutions proposed during those three years wereadopted unanimously.16.1.3. Remuneration of the members of the boardof directorsThe Board of directors receives in remuneration forits activity an annual fixed sum, by way of attendancefees, whose amount is determined by the shareholdersat General Meetings and remains at that level unlessotherwise decided. The Board of directors thenfreely distributes the attendance fees among itsmembers.16.1.4. Rules of procedure for the Board of directorsTo date, the Board of directors has not institutedinternal rules of procedure.16.1.5. CommitteesThe Board of directors is supported by an auditingcommittee and a remuneration committee. The committeesare made up of three members selected fromthe independent directors appointed by the Boardof directors on the proposal of the President andchosen on the basis of their competence. Each committeeis presided by a chairman designated by amajority decision of the committee members. Since7 March, 2008, the committees have been composedof the following members :• auditing committee :- Mr Raynald Dreyfus, Chairman of the committee ;- Mr René Fegueux ;- Mr Jacques Le Mercier.• remuneration committee :- Mr Paul Vanfrachem, Chairman of the committee ;- Mr René Fegueux ;- Mr Raynald Dreyfus.The committees have the following duties :• auditing committee :The auditing committee is responsible for monitoringthe financial information development process, forassessing the internal audit system and risk managementefficiency.The duties of the auditing committee also consistof :- examining the annual and half-yearly accounts,both consolidated and statutory, it pays particularattention to the consistency and the relevance ofthe accounting methods used ;- becoming knowledgeable of the internal proceduresfor gathering and verifying the financial informationthat guarantees the consolidated financialinformation.• remuneration committee :The remuneration committee has the responsibility of :- examining the remuneration of managers and employees(fixed part, variable part, bonuses...) and inparticular their amounts and allocation ;- studying the subscription option or share purchaseplans and in particular, as far as the beneficiariesare concerned, the number of options that couldbe granted to them as well as the duration of theoptions and the subscription price conditions aswell as any other form of access to capital in theCompany benefiting to managers and employees ;- studying particular advantages, such as the pensionscheme, health and welfare benefit plan, incapacityinsurance, death insurance, education allowance,civil liability insurance for representatives and executivemanagers of the Group, etc.16.2. OPERATION OF THE MANAGEMENTBODIESThe President represents the Board of directors. Heorganises and directs the board’s work and reportson it at the General Meeting.The CEO is responsible for the general managementof the Company.He is has the power to act in all circumstances in thename of the Company, within the limitations of thecorporate purpose and subject to the powers which2009 registration document - VICAT 111