6 - Vicat

16OPERATION OF THE ADMINISTRATION AND MANAGEMENT BODIES16.6. INFORMATION ON THE SERVICE AGREEMENTS BINDING THE MEMBERS OF THE COMPANY’S ADMINISTRATION AND MANAGEMENT BODIES16.6. INFORMATION ON THE SERVICEAGREEMENTS BINDING THEMEMBERS OF THE COMPANY’SADMINISTRATION ANDMANAGEMENT BODIESTo the knowledge of the Company, there are no serviceagreements binding the members of the Boardof directors, the President of the Board of directorsor the CEO or the deputy CEOs to the Company orto any of its subsidiaries and granting benefits tosuch persons.16.7. DECLARATION RELATING TOCORPORATE GOVERNANCEAs at the date of registration of this RegistrationDocument, the Board of directors has amongits members six independent directors : Mr RenéFegueux, Mr Raynald Dreyfus, P&E Management(represented by Mr Paul Vanfrachem), Mr JacquesLe Mercier Mr Pierre Breuil and Mr Bruno Salmon.Directors not maintaining any direct or indirect relationshipor not having any link of particular interestwith the Company, its subsidiaries, its shareholdersor its management are regarded as independentdirectors. Moreover, the Company considers as anindependent director, a person who is not bound tothe Company or to the Group by an employmentcontract, a contract for the provision of services orby a situation of subordination or dependency withrespect to the Company, the Group, its managementor major shareholders or by a family tie with the majorityshareholder.The Board of directors of the Company constantlyanalyses its operating rules and their adequationwith the recommendations of the AFEP MEDEF. Thisanalysis will also be carried out with a view to settingup board of director’s internal rules of procedure thepurpose of which being in particular to organise thedetails of the board’s self-assessment and internaldebates, or even to plan how the directors will exercisetheir communication right and the requirementsincumbent on them with respect to professional ethicsand confidentiality.Likewise, the Company adapts the mission and operationof the board’s committees, in particular theaudit committee, in accordance with the provisionsof the regulation of December 8, 2008.Nonetheless, the Company does not intend to applythe recommendation of the AFEP MEDEF affectingthe limitation of the term of office of the directors.Given its shareholding, which is for the most parta family shareholding, and its long term vision, theCompany wants the directors’ functions to be longterm, which is a guarantee of permanence. This iswhy the Company planned directors’ terms of 3 or6 years.The Company subscribes to a policy of transparencyand improvement of information disseminated, inparticular concerning its activities and in relation tofinancial matters according to the recommendationsprescribed in particular by the AFEP and the MEDEFwith respect to the principles of good governance.The Board of directors has thus decided to proposeto the Ordinary General Assembly on May 17 2010the appointment of Mr Xavier Chalandon as an independantdirector.114 VICAT - 2009 registration document