6 - Vicat

1appendixReport by the president on corporate governance and internal auditAn overview of the main risks that the Group is exposedto is presented every year in Section 4. of theRegistration Document published by the company ;in particular, this addresses :- industrial risks including those related to industrialequipment and to product quality defects, andthose related to the environment ;- market risks : in particular, exchange rate risks,conversion risks, risks relating to liquidity and tointerest rates.Internal Audit has undertaken a process of risk identificationand analysis. After an identification phaseinvolving interviews with the Group’s key operationaland functional managers, this will make it possibleto map the Group’s risks at the end of a period ofanalysis and assessment and review by the GeneralManagement.The Internal Audit department is attached to theGroup’s General Management and can intervenein all the Group’s activities and subsidiaries. It wasstrengthened in 2009 with the arrival of an experiencednew recruit. He is working on the basis of anannual audit plan aimed at covering the main risksidentified in the company, in particular those relatingto accounting and financial information.The audits are the subject of reports presented tomanagement, General Management and the AuditCommittee. They comprise overviews specificallytargeted at Directors, and detailed reports usedamong other things to make the operational staffconcerned aware of any findings and recommendationsproposed.The implementation of action plans is the subject offormal monitoring by the Internal Audit departmentin a specific performance report.3. CORPORATE GOVERNANCEPursuant to the law of July 3, 2008, which implementscommunity directive 2006/46/EC of June14, 2006, the Company has decided to apply theAFEP-MEDEF code of corporate governance on“Corporate Governance of Listed Companies” ofOctober 23, 2003, which is available on the websitewww.medef.fr.4. REMUNERATION OF THE COMPANY’SOFFICERS• Policy on remuneration of the Company’sofficers sociauxThe Company’s directors have studied the AFEP-MEDEF recommendations of October 6, 2008 relatingto the remuneration executive officers of listedcompanies.These recommendations comply with principles ofgood governance to which the Company has alwayssubscribed. Consequently, the Company has decidedto apply these recommendations.The Company’s position with respect to the fiveAFEP-MEDEF recommendations published onOctober 6, 2008 is as follows :- measures have been taken such that Company executiveofficers are not bound to the Company byan employment contract ;- no severance pay is provided for Company executiveofficers ;- the additional pension plans applicable in theCompany that Company executive officers andsome non-executive officers enjoy are subject tostrict rules. The amount of the additional pensionbenefits may, in particular, not result in the beneficiariesreceiving, under all pension benefits, anamount exceeding 60 % of the reference salary ;- the Company has not instituted a share purchaseor share subscription policy or a performance shareaward scheme ;- in accordance with the recommendations on transparencyfor all items in the remuneration package,the Company will adopt the standardized presentationdefined by AFEP and MEDEF and will notablypublish this information in its RegistrationDocument.• Policy for determining the remuneration of thenon-executive directorsThe President of the Board of directors has, inaccordance with the recommendations of theMEDEF on corporate governance, monitored compliancewith the following principles :A) ExhaustivenessThe remuneration of non-executive directors was determinedand evaluated overall for each of them.204 VICAT - 2009 registration document