6 - Vicat

OPERATION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES16.6. Information on the service agreements binding the membersof the company’s administration and management bodies1616.6. Information on the service agreements binding the members of thecompany’s administration and management bodiesTo the knowledge of the Company, there are no service agreements binding the members of the Board of Directors,the President of the Board of Directors or the CEO or the deputy CEOs to the Company or to any of its subsidiariesand granting benefits to such persons.16.7. DECLARATION RELATING TO CORPORATE GOVERNANCEAs at the date of registration of this RegistrationDocument, the Board of Directors has among itsmembers six independent directors who representmore than half the members it is composed of :Mr. Raynald Dreyfus, P&E Management (ownedby Mr. Paul Vanfrachem), Mr. Jacques Le Mercier,Mr. Pierre Breuil, Mr. Bruno Salmon and Mr. XavierChalandon. Directors not maintaining any director indirect relationship or not having any link ofparticular interest with the Company, its subsidiaries,its shareholders or its management are regardedas independent directors. Moreover, the Companyconsiders as an independent director, a person whois not bound to the Company or to the Group by anemployment contract, a contract for the provisionof services or by a situation of subordination ordependency with respect to the Company, theGroup, its management or major shareholders or bya family tie with the majority shareholder.The Company subscribes to a policy of transparencyand improvement of information disseminated, inparticular concerning its activities and in relation tofinancial matters according to the recommendationsprescribed in particular by the AFEP and the MEDEFwith respect to the principles of good governance.At the date of this Registration Document, Ms SophieSidos is member of the Board of Directors. This is upto the Board of Directors to look for the best balancein its composition as well as in its committees, notablyas far as are concerned the representation of men andwomen and the skills diversity in order to graduallycomply with the objectives of the law dated January27, 2011 relating to a balanced representation of menand women within Board of Directors.The Board of Directors of the Company constantlyanalyses its operating rules and their compliancewith the recommendations of the AFEP MEDEF. Thisanalysis will also be carried out with a view to settingup board of director’s internal rules of procedurethe purpose of which being in particular to organizethe details of the board’s self-assessment andinternal debates, or even to plan how the directorswill exercise their communication right and therequirements incumbent on them with respect toprofessional ethics and confidentiality.Likewise, the Company adapts the mission andoperation of the board’s committees, in particular theaudit committee, in accordance with the provisionsof the regulation of December 8, 2008.Nonetheless, the Company does not intend to applythe recommendation of the AFEP MEDEF affectingthe limitation of the term of office of the directors.Given its shareholding, which is for the most parta family shareholding, and its long term vision, theCompany wants the directors’ functions to be longterm, which is a guarantee of permanence. This is whythe Company planned directors’ terms of 3 or 6 years.2010 registration document VICAT 111