6 - Vicat

appendixReport by the president on corporate governance and internal audit1It comprises :- a fixed remuneration ;- attendance fees ;- a top-up pension plan ;- benefits in kind.It should be remembered that no director receives avariable remuneration, or share options, or a free shareallotment, or severance payments.B) BenchmarkingThe remuneration of the non-executive directorswas compared with the remuneration published byFrench companies and groups in the same sector,and with reference to industrial companies comparablein terms of earnings or sales. This revealed thatcurrent the remunerations are lower than averageremunerations..C) ConsistencyThe consistency of remunerations between the variousnon-executive directors could be checked on thebasis the following criteria :- professional experience and training ;- seniority ;- level of responsibility.D) Simplicity and stability of the rulesThe absence of variable remuneration and allocationof share options or free allocation of shares allowsfor simplicity and stability in the rules for settingremunerations.E) MeasurementThe remuneration of the non-executive directors,taking into account the amount and the fact that itis largely of a fixed nature, are compatible with thegeneral interests of the Company and are consistentwith market practices in this sector of industry.• Policy of allocating share options and freeallocations of sharesThe Company has not instituted a share options policyor a free share award scheme.ARTICLE 25 — ATTENDANCE AND REPRESENTATIONAT MEETINGSAny shareholder may participate in the Meetings in personor by proxy on proof of ownership of his/her sharesin the form either of the registration of registered sharesor the deposit of bearer shares at the locations identifiedin the notice convening the meeting ; this formalitymust be completed no later than three days before thedate of the Meeting.Participation in the Ordinary General Meetings is subjectto proof of at least one share.6. POWERS OF THE PRESIDENTAND OF THE CEOIn accordance with article 21 of the Company bylaws,the Board of directors decided by a decisionof March 7, 2008 to opt for a separation of the functionsof President of the Board of directors and ChiefExecutive Officer.The same Board meeting confirmed Mr JacquesMerceron-Vicat as President of the Board of directorsfor the remainder of his term of office as director,i.e. until the General Meeting of 2010, which will becalled upon to approve the financial statements forthe year ending on December 31, 2009.This Board meeting appointed Mr Guy Sidos as CEO ;he will exercise his functions for the duration of theterm of office of the President of the Board of directors,i.e. until the General Meeting of 2010, which willbe called upon to approve the financial statementsfor the year ending on December 31, 2009.No limitation was placed on the powers of thePresident of the Board of directors or those of theCEO.EXECUTED in ParisOn February 22, 2010The President of the Board of directors5. PARTICIPATION OF SHAREHOLDERSIN THE GENERAL MEETINGThe participation of shareholders in the GeneralMeeting is not subject to specific details or proceduresand is governed by the law and by article 25 ofthe Company by-laws reproduced below :2009 registration document - VICAT 205