2. speCialized CoMMittees attaCHed to tHe Board 2.1. audit CoMMittee cyt<strong>IN</strong>DUS S.a., represented by michel DELLoyE, chairman pierre rIoN the audit committee is composed of two Independent Directors. this committee assists the Board of Directors in its responsibilities concerning the integrity of the financial information relating to the company and, in particular, supervising the financial reports, the internal audit function, the external audit function and the relations between the company and its shareholders. the audit committee met twice in 2009 in the presence, for most of the topics, of the cfo and the company’s auditor. 2.2. CoMpensation CoMMittee pierre rIoN, chairman francis BoDSoN cyt<strong>IN</strong>DUS S.a., represented by michel DELLoyE the three members are Independent Directors. this committee assists the Board of Directors in its responsibilities concerning the setting of remuneration for the company’s executives and managers. this committee met twice in 2009. 3. day-to-day ManaGeMent the Board of Directors has delegated day-to-day management to the following committees: 3.1. eXeCutive CoMMittee michel coUNSoN, managing Director and cto pierre L’HoESt, managing Director and cEo Jacques GaLLoy, Director and cfo the Executive committee coordinates the monitoring and development of the company and its affairs. Its members are in permanent contact, receive information on the group’s financial situation, sales and projects, and the committee takes operational decisions such as appointing or dismissing staff and concluding contractual agreements. 3.2. BroadCast eXeCutive CoMMittee Since 2003, a Broadcast Executive committee has been in place to help defining the requirements in terms of “Broadcast” products, draw up specifications documents, establish and follow the “roadmap” for the r&D departments and determine commercial policies. coordinated by pierre L’HoESt (cEo), the committee meets twice a month. It formally includes the members of the Executive committee and Bernard StaS (General product manager), Henry aLEXaNDEr (General Sales manager EmEa), Luc DoNEUX (General Sales manager apac) and frédéric Garroy (General Sales manager NaLa), with the support of the heads of the r&D and of the Business Units, depending on the items on the agenda. 3.3. ManaGeMent CoMMittee oF evs BelGiuM the role of this committee is to ensure optimum general coordination of Belgian resources to meet the strategic objectives of the group, including in areas such as appointing new people, standardizing pay policy, developing staff assessment procedures, improving internal communication and allocating premises. this committee meets twice a year, and is made up of the members of the Executive committee and Henry aLEXaNDEr (Sales), thierry DELBroUck (production), Bernard StaS (products), philippe LatoUr (r&D Software), thierry kEUtGEN (r&D Xt platform), frédéric LEm<strong>IN</strong>EUr (Human resources), philippe GILBErt (Information Systems) and Nicolas BoUrDoN (marketing). the total amount of the gross remunerations received by the management committee members in 2009 was EUr 1,456 thousands. the total number of warrants held by these members was 28,100 as at December 31, 2009. 3.4. operational ManaGeMent oF suBsidiaries the Board delegates the necessary powers to its subsidiaries to ensure their operational functioning. the commercial and support subsidiaries are easy to control because their activities are entirely dependent on EvS Broadcast Equipment S.a., based in Liège (Belgium): delivery of promotional materials, presence at trade fairs, supply of machines or exchange parts, and accounts. the representatives of the EvS Board of Directors and, where appropriate, the local managers make up the management bodies of these commercial subsidiaries. the subsidiaries are spread over three geographical regions (america, Europe/africa/middle East, asia/ pacific). Each region is coordinated by a General Sales manager who is a member of the Broadcast Executive committee. this type of organization enables very efficient provision of information at the group level as well as rapid decision-making. the group’s commercial policy is coordinated by the parent company, and each region has an operational autonomy which allows creating an optimal contact with the market. the subsidiary XDc S.a., a 41.3% subsidiary of EvS, is totally autonomous as far as r&D, production, sales and marketing and administration are concerned. Serge pLaScH is the cEo and managing Director of XDc, with the help of an experienced Executive committee. With a diluted shareholding of 30.2%, EvS remains the most important shareholder, with 2 seats at the Board of Directors on a total of 7. EvS therefore remains strongly involved in the strategic choices, but does not have any significant leverage on the operational management of this subsidiary, whose team and location are now entirely independent from EvS. 28
1 the EvS offer is based on high performance hardware (2), applications that remove the limits for producers, such as the IpDirector (1), and a high quality of service that includes numerous trainings (3). 29 EvS <strong>IN</strong>SIDE ISSUE 15 aNNUaL rEvIEW 2009 2 3
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