6 - Vicat

16 16.2.OPERATION OF THE ADMINISTRATIVE AND MANAGEMENT BODIESoperation of the management bodiesThe Board of Directors is quorate if at least half of itsmembers are present. Decisions are taken by a majorityvote of the members present or represented.If there is a tied vote, the President shall have thecasting vote.The Board of Directors met twice in 2008 and 2009,and four times in 2010. During those meetings, thefollowing points were always examined: situation ofthe industry, examination of the Company and ofthe consolidated financial statements. Attendanceat meetings of the Board of Directors was 100 %.Delegates from the works council also attended allmeetings. All resolutions proposed during thosethree years were adopted unanimously.16.1.3. Remuneration of the members of the boardof directorsThe Board of Directors receives in remuneration forits activity an annual fixed sum, by way of attendancefees, whose amount is determined by the shareholdersat General Meeting and remains at that levelunless otherwise decided. The Board of Directorsthen freely distributes the attendance fees amongits members.16.1.4. Rules of procedure for the Board of DirectorsTo date, the Board of Directors has not institutedinternal rules of procedure.16.1.5. CommitteesThe Board of Directors is supported by an auditingcommittee and a remuneration committee. They performtheir assignment under the responsibility of theBoard of Directors. The committees are made up ofthree members selected from the independent directorsappointed by the Board of Directors on theproposal of the President and chosen on the basis oftheir competence. Each committee is presided overby a chairman designated by a majority decision ofthe committee members. The committees are composedof the following members :• auditing committee :- Mr. Raynald Dreyfus, Chairman of the committee ;- Mr. Pierre Breuil ;- Mr. Jacques Le Mercier.• remuneration committee :- Mr. Paul Vanfrachem, Chairman of the committee ;- Mr. Xavier Chalandon ;- Mr. Raynald Dreyfus.The committees have the following duties :• auditing committee :The auditing committee is responsible for monitoringthe financial information development process, forassessing the internal audit system and risk managementefficiency.The duties of the auditing committee also consist of :- examining the annual and half-yearly accounts,both consolidated and statutory, it pays particularattention to the consistency and the relevance ofthe accounting methods used;- becoming knowledgeable of the internal proceduresfor gathering and verifying the financialinformation that guarantees the consolidatedfinancial information ;- examining the candidatures of the statutory auditorswhose appointment is proposed to the GeneralShareholders Meeting ;- examining every year the auditors’fees as well astheir independence.• remuneration committee :The remuneration committee has the responsibility of :- examining the remuneration of managers and employees(fixed part, variable part, bonuses, etc.)and in particular their amounts and allocation;- studying the subscription option or share purchaseplans and in particular, as far as the beneficiariesare concerned, the number of options that couldbe granted to them as well as the duration of theoptions and the subscription price conditions aswell as any other form of access to capital in theCompany benefiting to managers and employees;- studying particular advantages, such as the pensionscheme, health and welfare benefit plan, incapacityinsurance, death insurance, education allowance,civil liability insurance for representatives and executivemanagers of the Group, etc.16.2. OPERATION OF THE MANAGEMENTBODIESThe President represents the Board of Directors. Heorganizes and directs the Board’s work and reportson it at the General Meeting.The CEO is responsible for the General Managementof the Company.108 VICAT 2010 registration document