A player in sustainable development - Dalkia

CORPORATE GOVERNANCE
The Board of Directors
The Board of Directors
at March 31, 2008
Henri Proglio
Jean Azema (1)
Daniel Bouton (1)
Jean-François Dehecq (1)
Augustin de Romanet
de Beaune (1)
Jean-Marc Espalioux (1)
Paul-Louis Girardot (1)
Philippe Kourilsky
Serge Michel
Baudouin Prot (1)
Georges Ralli (1)
Paolo Scaroni (1)
Louis Schweitzer (1)
Murray Stuart (1)
Eleven of the 14 Board members
are independent directors.
A representative of the Works
Council attends meetings
and has a consultative voice.
(1) Independent member.
24 2007 ANNUAL REPORT VEOLIA ENVIRONNEMENT
Wide-ranging powers
of supervision and control
Chaired by Henri Proglio, the Board of
Directors is responsible for setting the
company’s strategy and overseeing its
implementation. Furthermore, under the
company’s articles of association, certain
signifi cant decisions are submitted for
the committee’s approval. For instance,
out of the 11 sessions held in 2007,
4 exceptional sessions were dedicated
to acquisition projects and the June 2007
capital increase. The average attendance
rate was 77.9%.
On March 29, 2007 the Board co-opted
Augustin de Romanet de Beaune,
Chairman and Chief Executive Offi cer
of Caisse des Dépôts, in replacement
of Francis Mayer. The Ordinary
and Extraordinary Shareholders Meeting
held on May 10, 2007 ratifi ed the
appointment as well as that of
Paolo Scaroni, co-opted by the Board
on December 12, 2006.
Directors can meet senior executives,
background fi les are prepared on topics
scheduled to come up for discussion,
and the Senior Executive Vice President
and General Secretary attend Board
meetings. In 2007, the Board was kept
fully briefed and informed about the
company’s fi nancial situation and cash
position by the reports drafted
by the Accounts and Audit Committee.
It dedicated a session to a review of the
company’s main strategic guidelines,
which took the form of a presentation
and discussion of the long-term plan
and included presentations by the heads
of the four divisions.
Three specialized committees for better
decision-making
The Accounts and Audit Committee
reviews the appropriateness of the
accounting methods used and expresses
an opinion on the half-yearly and annual
consolidated fi nancial statements. It is
informed of the means implemented
and organization in place for internal
audits and control and expresses an
opinion on the Statutory Auditors’ work
plan and fees. The committee met
six times in 2007 with an average
attendance rate of 77.8%. Members:
Murray Stuart (Chairman), Jean-Marc
Espalioux and Paul-Louis Girardot.
The Nominations and Compensation
Committee annually assesses the
independence of Board members and
makes proposals to the Board concerning
the remuneration of the Chairman and
Chief Executive Offi cer. In 2007, it
proposed the cooptation of Augustin de
Romanet de Beaune as a director and
carried out a formal assessment of the
operation of the Board of Directors.
The committee met three times, with a
100% attendance rate. Members: Serge
Michel (Chairman), Daniel Bouton and
Louis Schweitzer.
The Strategy, Research, Innovation and
Sustainable Development Committee
was set up in 2006 and met 10 times
in 2007 with a 100% attendance rate.
The committee analyzes and assesses
the company’s strategy in innovation,
technology watch and Research and
Development, and identifi es areas
for improvement. Members: Philippe
Kourilsky (Chairman), Jean-Marc
Espalioux and Paul-Louis Girardot.