6 - Vicat

appendixReport by the president on corporate governance and internal audit1governance and internal audit ;• Presentation of the 2009 budget ;• Share buy-back program ;• Delegation of powers as stipulated by the sharebuy-back program ;• Extension of the Company’s duration and relatedmodification of the by-laws ;• Modifications of the by-laws (article 25 of theby-laws) ;• Resignation of a Director ;• Renewal of Directors’ mandates ;• Appointment of Directors ;• Allocation of earnings ;• Authorization to provide guarantees ;• Confirmation by the Board of directors of its observanceof AFEP-MEDEF (French Private CompaniesAssociation and French Business Confederation)recommendations relating to remuneration ;• Regulated agreements ;• Convening of the Combined General Meeting andsetting of the agenda ;• Sundry items.All the members of the board attended this meeting,as well as company’s auditors and the four delegatesfrom the Works Council.The resolutions tabled during this meeting were alladopted unanimously.Meeting of August 3, 2009 :• Economic and social matters,• Situation of the Group at June 30, 2009, andoutlook for 2009,• Sundry items.All the members of the board attended this meeting,as well as Wolff et Associés SAS, the incumbent auditorand the four delegates from the Works Council.KPMG was excused.Each director had been sent with the notice conveningthe Board meetings, all the documents andinformation necessary to fulfil his function. The minutesof the Board meetings were drafted at the endof each meeting.• Composition of the Board of directors :The Company is managed by a Board of directorscomposed of at least five and no more than twelvemembers, appointed by the General Meeting ofshareholders for a term of three or six years.As at December 31, 2009, the Board of directorsconsisted of 10 members listed in an appendix tothis report, which also shows the list of appointmentsfilled by each director in other companiesin the Group.The Board of directors consists of individuals whohave industry knowledge, specific knowledge of theGroup’s businesses, technical experience, and/orexperience in management and the financial sector.As at December 31, 2009, the Board of directorsincluded among its members six independent directors: Mr René Fégueux, Mr Raynald Dreyfus,P&E Management (company owned by Mr PaulVanfrachem), Mr Jacques Le Mercier, Mr Pierre Breuiland Mr Bruno Salmon. Directors not maintaining anydirect or indirect relationship or not having any link ofparticular interest with the Company, its subsidiaries,its shareholders or its management are regarded asindependent directors. Moreover, the Company considersas an independent director, a person who is notbound to the Company or to the Group by an employmentcontract, a contract for the provision of servicesor by a situation of subordination or dependency withrespect to the Company, the Group, its managementor major shareholders or by a family tie with the majorityshareholder.• Committee composition :The Board of directors has an audit committee anda remuneration committee.The committees are made up of three members, allindependent Directors appointed by the Board ofdirectors on the President’s proposal and chosen onthe basis of their competencies. Committee membersare nominated for the duration of their termas Director. They can be re-elected. The committeemembers can be removed at any time by the Boardof directors, which does not have to justify its decision.A committee member may renounce his/herfunctions without having to provide reasons for his/her decision.Each committee is chaired by a chairman appointedby a majority decision of the committee members.The chairman of the committee sees to its properoperation, in particular concerning convening orders,holding of meetings and the provision of informationto the Board of directors.Each committee appoints a secretary from amongthe three members or from outside the committeeand Board of directors.2009 registration document - VICAT 201