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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
appendixReport by the president on corporate governance and internal audit12. INTERNAL AUDIT AND RISKMANAGEMENT PROCEDURES• Definition and objectives of internal auditAccording to the AMF reference framework, whichthe Company has chosen to apply, internal audit is ameasure used to ensure :- Compliance with laws and regulations ;- Application of the instructions and directions set byGeneral Management ;- Proper operation of Group internal processes, inparticular those combining to protect assets ;- Reliability of financial information.This measure consists in a set of resources, behaviors,procedures and actions adapted to the Group’scharacteristics that contribute to controlling its activities,to the effectiveness of its operations and tothe efficient use of its resources.It should also allow the Group to take into accountsignificant risks, whether operational, financial orcompliance risks. Nonetheless, like any managementcontrol system, it cannot provide an absoluteguarantee that these risks have been completelyeliminated.• Application scopeThe scope selected for internal audit is the parentcompany and all the subsidiaries that it controls exclusivelyor jointly.• Description of internal audit componentsThe internal audit process is based on an internalorganization that is adapted to each of the Group’sactivities and is characterized by the extensivesenior management responsibility for operationalcontrol.The Group specified procedures and operatingprinciples modes for its subsidiaries, particularlyin relation to the development and treatment ofaccounting and financial information, and takinginto account the risks inherent in each of the businessesand markets in which the Group operates, incompliance with the directives and common rulesdefined by the Group’s management.As far as tools are concerned, the Group steers andmonitors the course of its industrial (in particular,supply, production and maintenance), and commercial(sales, shipping and customer credit) activities,and converts this information into accounting informationusing either integrated software packagesrecognized as standard on the market, or specificapplications developed by the Group’s InformationSystems department. In this context, the Groupundertook a progressive overhaul of the informationsystems and technical platforms, with a viewto standardizing the tools used, developing areasof shared expertise, improving the security of dataand transactions and facilitating the integrationof new organizations. This overhaul involves thesoftware, technical infrastructure and transactionprocesses.The Company has set up a system for transmittinginformation up to General Management and to themanagement units concerned, allowing for informedand quick decisions. This system comprises :- reviews of weekly activity by the management unit(country or subsidiary) ;- monthly operational and financial reviews (factoryperformance, industrial and commercial performanceindicators) analyzed by the Group’s financialcontrollers with reference to the budget and to theprevious financial year ;- monthly reports presenting the consolidated resultsbroken down by country and sector of activity, andreconciled with the budget ;- monthly consolidated cash flow and indebtednessreports broken down by country and sectorof activity ;- regular visits by General Management to all subsidiaries,during which the results and the progressof commercial and industrial operations are presented,allowing them to assess the implementationof directives and to facilitate exchanges anddecision-making.With a view to improving the coherence and consistencyof financial reporting, simplifying reportproduction, automating consolidation and facilitatingthe use of consolidated information, a project toset up an overall system for uniform reporting andbudgeting was initiated in 2008, and will be put intooperation at the beginning of 2010.• Risk analysis and managementRisk management is included in the responsibilities ofthe various levels of operational management. If applicable,the various reports on activities describedabove include items on risk.Major risks are then analyzed and, if applicable,managed in conjunction with General Management.2009 registration document - VICAT 203
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egistrationdocument& financialannua
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2STATUTORYAUDITORS2.1. Incumbent au
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Selected financial information3.1.
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Risk factors4 4.1. RISKS RELATING T
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Risk factors4 4.4. MARKET RISKSThe
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Risk factors4 4.5. RISKS RELATED TO
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Risk factors4 4.6. RISK MANAGEMENTT
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INFORMATION ABOUT THE COMPANY5.2. I
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BUSINESS OVERVIEW6 6.1. OVERVIEW OF
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BUSINESS OVERVIEW6 6.2. GROUP STREN
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BUSINESS OVERVIEW66.3. DESCRIPTION
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BUSINESS OVERVIEW66.3. DESCRIPTION
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BUSINESS OVERVIEW6.3. DESCRIPTION O
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BUSINESS OVERVIEW6.4. DEPENDENCY FA
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BUSINESS OVERVIEW6.5. LEGISLATIVE A
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organisation chart77.2. INFORMATION
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organisation chart77.2. INFORMATION
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8Real estate,factories andequipment
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Real estate, factories and equipmen
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EXAMINATION OF THE FINANCIAL CONDIT
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9EXAMINATION OF THE FINANCIAL CONDI
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1010.2.CASH FLOW AND EQUITYCASH FLO
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1010.3.CASH FLOW AND EQUITYINDEBTED
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11RESEARCH ANDDEVELOPMENT,PATENTS A
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12INFORMATIONON TRENDS12.1. Recent
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1212.2.INFORMATION ON TRENDSTRENDS
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13PROFITFORECASTSOR ESTIMATESThe Co
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1414.1.ADMINISTRATION AND GENERAL M
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15REMUNERATIONAND BENEFITS15.1. Rem
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1515.2.REMUNERATIONS AND BENEFITSPE
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16OPERATION OF THEADMINISTRATIveAND
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1616.2.OPERATION OF THE ADMINISTRAT
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16OPERATION OF THE ADMINISTRATION A
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1717.1.EMPLOYEESOVERVIEW17.1.2. Bre
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1717.2.EMPLOYEESSHARE SUBSCRIPTION
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17 CONDUCTEDEMPLOYEES17.4. SHAREHOL
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18PRINCIPALSHAREHOLDERS18.1. Distri
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19OPERATIONSWITH RELATEDPARTIES19.1
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20Financial information concerning
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Page 190 and 191: 21ADDITIONAL INFORMATION21.1. SHARE
Page 192 and 193: ADDITIONAL INFORMATION2121.2. CONST
Page 198 and 199: 22SIGNIFICANTCONTRACTSGiven its act
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Page 210 and 211: appendix2Statutoryauditors'reportpr
Page 212 and 213: appendix3ANNUALINFORMATION(ARTICLE
Page 214 and 215: 3appendixANNUAL INFORMATION5. Decla
Page 216 and 217: 4appendixELEMENTS CONSTITUTING THE
Page 218 and 219: GLOSSARYAdditiveAggregateAuto-level
Page 220 and 221: GLOSSARYClinkerisationCoalCoatingCo
Page 222 and 223: GLOSSARYGranulometryGrindingGrindin
Page 224 and 225: GLOSSARYPrecalcinatorCombustion cha
Page 226: GLOSSARYType of cementVibrationWork
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