Read the Registration Document - Guerbet

I – 1Organisation of the work of the Board of DirectorsEvaluationThe Board charter (rules of procedure) provides that every year the Board evaluates its operatingprocedures and ensures that questions of importance for the effective running of the company are properlyprepared and discussed.In accordance with the provisions, on 21 December 2012, the Board conducted a self-the valuation througha questionnaire transmitted to its members. This analysis represented a formalised procedure (detailedquestionnaire with both open-ended and closed-ended questions enabling Board members to explain theirresponses).Based on this survey and the proceedings of the meeting held on 5 March, no dysfunctional items wereidentified. In consequence, the report on its performance was satisfactory. The Board appreciated thequality of exchanges and information provided to the Board on Group operations. The key areas forimprovement identified will be taken into account in 2013.With respect to the examination of the independence of Independent Directors, the Board examined thecontribution and degree of participation of these Directors. It considered that the proportion of IndependentDirectors in light of the company's organisation and operating procedures was satisfactory and recognisedthat the Directors retained their status as Independent Directors since none of them maintain any relationswhatsoever with the Company, its Group, or management which could impair the free exercise of theirjudgement and that moreover they are determined to represent, within the Board, the market. Finally, it isrecalled that Marie-Claire Janailhac-Fritsch, Independent Director, joined the Board of Directors of Guerbetin 2011.CommitteesTo prepare its work and improve the effectiveness of its meetings the Board of Directors established fourspecialised committees on 21 May 2010. These Committees represent bodies destined for study andreflection. These committees issue recommendations and proposals though do not exercise decisionmakingauthority and report to the Board of Directors on their work.Strategy CommitteeAll Directors participate in this Committee that meets in general at least once every quarter and morefrequently if required. This Committee met four times in 2012. This Committee is headed by Jean-JacquesBertrand, Chairman of the Board of Directors.The work of this Strategy Committee consists in reviewing medium-term plans and progress on strategicinitiatives, research projects and the organisation of the Group.Compensation CommitteeThis Committee is chaired by the Chairman of the Board of Directors, Jean-Jacques Bertrand, and whoseother members include Christian Louvet and Marion Barbier. It is noted that the recommendations of theAFEP-MEDEF Code providing for a majority of independent members has not been applied.This exception is justified by the majority shareholding of the Guerbet family in the Company's share capitalthat results in a majority representation of Guerbet family members within the Board of Directors, none ofwhom assure management or operational functions within the Company.The Board considered the proportion of Independent Directors satisfactory and duly noted that theseDirectors have retained their status as Independent Directors since none of them maintain any relationswhatsoever with the Company, its Group, or management which could impair the free exercise of theirjudgement.Finally, for the record, it is noted that the Compensation Committee was renewed with the arrival of MarionBarbier in 2011.This Committee met two times in 2012.The mission of the Compensation Committee is to ensure that the Board of Directors is able to determineunder optimal conditions all executive compensation and benefits.31