6 - Vicat

1appendixReport by the president on corporate governance and internal auditSince the Board of directors meeting of March 7,2008, the committee composition is as follows :Audit committee :. Mr Raynald Dreyfus, Chairman of the committee ;. Mr René Fégueux ;. Mr Jacques Le Mercier.Remuneration committee :. Mr Paul Vanfrachem, Chairman of the committee ;. Mr René Fégueux ;. Mr Raynald Dreyfus.• Operating details :Meetings :Audit committee : twice a year and more often atthe request of the Board of directors.Remuneration committee : once a year and moreoften at the request of the Board of directors.The proposals before the committees are adopted bysimple majority of the members present, each memberhaving one vote. The members may not be representedby proxies in committee sessions.The deliberations of the committees are recorded inminutes entered in a special register. Each committeereports to the Board of directors on its work.The Board of directors may allocate a remuneration orattendance fees to committee members.• Audit committee role :Audit committee role :- examining the annual and half-yearly financial statements,both consolidated and unconsolidated (withparticular attention to the consistency and the relevanceof the accounting principles used) ;- monitoring the process for preparation of the financialinformation ;- understanding the internal procedures for gatheringand verifying the financial information that ensurethe accuracy of the consolidated information ;- monitoring the effectiveness of the internal auditand risk management systems ;- examining the applications of the Auditors whosenomination will be put forward to the GeneralMeeting of shareholders ;- examining the fees for the Auditors on an annualbasis, as well as their independence.The audit committee met twice in 2009, with a 100 %attendance rate. It looked at the following issues :Meeting of February 23, 2009 :- General presentation of the Group’s developmentand its environment ;- 2008 business and financial statements ;- Work of the statutory auditors and internal audits ;- Risk management in relation to client solvency,liquidity, exchange rates ;- Sundry items.Meeting of July 31, 2009 :- Presentation of the results as of the end of June2009 ;- Financial communication of the results ;- Refinancing of the Group ;- Presentation of internal audits ;- Sundry items.• Remuneration committee role :The remuneration committee is responsible for :- examining the remuneration of managers and employees(fixed part, variable part, bonuses, etc.) andin particular their amounts and their distribution ;- studying the share subscription or purchase optionplans and in particular as far as the beneficiaries areconcerned, the number of options that could begranted to them, as well as the term of the optionsand the subscription price conditions and any otherform of access to the company’s share capital infavor of directors and employees ;- studying certain benefits in particular relating to thepension plan, health and welfare benefit plan, invalidityinsurance, life insurance, education allowance,civil liability insurance for directors and executivemanagers of the Group, etc.The remuneration committee met once in 2009 witha 100 % attendance rate. It looked at the followingissues :- Remuneration policy for 2008 ;- Examination of the report drawn up by an externalconsultant on the benchmarks for the remunerationof managers and senior executives ;- Examination of the Company’s position in terms of theAFEP-MEDEF recommendations on remuneration.202 VICAT - 2009 registration document