6 - Vicat

1APPENDIXReport by the president on corporate governance and internal controlrectors: Mr. Raynald Dreyfus, P&E Management(company owned by Mr. Paul Vanfrachem),Mr. Jacques Le Mercier, Mr. Pierre Breuil, Mr.Bruno Salmon and Mr. Xavier Chalandon.Directors not maintaining any direct or indirectrelationship or not having any link of particularinterest with the Company, its subsidiaries, its shareholdersor its management are regarded as independentdirectors. Moreover, the Company considers as an independentdirector, a person who is not bound to theCompany or to the Group by an employment contract,a contract for the provision of services or by a situationof subordination or dependency with respect to theCompany, the Group, its management or major shareholdersor by a family tie with the majority shareholder.• Committee compositionThe Board of Directors has an audit committee anda remunerations committee.The committees are made up of three members, allindependent directors appointed by the Board ofDirectors on the President’s proposal and chosen onthe basis of their competencies. Committee membersare nominated for the duration of their term as director.They can be re-elected. The committee memberscan be removed at any time by the Board of Directors,which does not have to justify its decision. A committeemember may resign his/her role without having toprovide reasons for his/her decision.Each committee is chaired by a chairman appointedby a majority decision of the committee members.The chairman of the committee sees to its properoperation, in particular concerning convening orders,holding of meetings and the provision of informationto the Board of Directors.Each committee appoints a secretary from amongthe three members or from outside the committeeand Board of Directors.The composition of the committees is as follows :Audit committee :. Mr. Raynald Dreyfus, Chairman of the committee ;. Mr. Jacques Le Mercier ;. Mr. Pierre Breuil.Remunerations committee :. Mr. Paul Vanfrachem, Chairman of the committee ;. Mr. Raynald Dreyfus ;. Mr. Xavier Chalandon.• Operating details :Meetings :Audit committee : twice a year and more often atthe request of the Board of Directors.Remuneration committee : once a year and moreoften at the request of the Board of Directors.The proposals before the committees are adoptedby simple majority of the members present, eachmember having one vote. The members may notbe represented by proxies at committee meetings.The deliberations of the committees are recordedin minutes entered in a special register. Each committeereports to the Board of Directors on its work.The Board of Directors may allocate remunerationor attendance fees to committee members.• Audit committee role :Audit committee role :- examining the annual and half-yearly financialstatements, both consolidated and unconsolidated(with particular attention to the consistencyand the relevance of the accounting policiesused) ;- monitoring the process for preparation of the financialinformation ;- understanding the internal procedures for gatheringand verifying the financial information that ensurethe accuracy of the consolidated information ;- monitoring the effectiveness of the internal controland risk management systems ;- examining the applications of the Auditors whosenomination will be put forward to the GeneralMeeting of shareholders ;- examining the fees for the Auditors on an annualbasis, as well as their independence.The audit committee met twice in 2010, with a 100 %attendance rate. It looked at the following issues :Meeting of February 23, 2010 :- Presentation statutory obligations on financialcommunications ;- 2009 financial statements ;- Presentation of internal audits in 2009 ;- Risk management action ;- Current projects ;- Auditors and audit.202 VICAT 2010 registration document