Structure

The Supervisory Board, which represents the active shareholders, is tasked with the ongoing control of the Company’s management; it is the legal control body in parallel with the control exercised by the Board of Auditors.

It comprises 11 members appointed for three years by the General Meeting of active shareholders. The selection of members, whose appointment is subject to approval by the General Meeting of shareholders, is conducted by mutual agreement between Management and the Supervisory Board, which examines the profile of members in accordance with the criteria adopted in the “consolidated AFEP/MEDEF” report. They will be renewed by rotation starting from the Meeting that will take place in 2010.

The Supervisory Board meets on a regular basis, to go through the annual and half-yearly social and consolidated accounts, the progress of each business line and future prospects within the strategy framework as defined by Management. It also discusses any other subjects tabled on the agenda.

Composition

• Olivier Heckenroth *
  Born on 10/12/1951
  Number of shares: 1,380
  Date of appointment: 14/06/2007
  (1st appointment: 15/06/1995)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Nils Christian Bergene *
  Born on 24/07/1954
  Number of shares: 4,147
  Date of appointment: 13/06/2006
  (1st appointment: 06/06/2000)
  Date of expiry of mandate: 2012 Ordinary General Meeting
• Hervé Claquin
  Born on 24/03/1949
  Number of shares: 6,864
  Date of appointment: 14/06/2007
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Olivier Dassault
  Born on 01/06/1951
  Number of shares: 50
  Date of appointment: 14/06/2007
  (1st appointment: 25/03/1999)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Jean-Claude Dejouhanet
  Born on 07/03/1942
  Number of shares: 632
  Date of appointment: 14/06/2007
  (1st appointment: 03/06/2004)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Jean-Pierre Foliguet
  Born on 04/06/1945
  Number of shares: 208
  Date of appointment: 14/06/2007
  (1st appointment: 15/06/1995)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Hervé Joubeaud *
  Born on 18/09/1943 **
  Number of shares: 173
  Date of appointment: 14/06/2007
  (1st appointment: 24/09/2002)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Christian Moretti
  Born on 21/01/1946
  Number of shares: 983
  Date of appointment: 14/06/2007
  (1st appointment: 23/06/1998)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Erik Pointillart *
  Born on 07/05/1952
  Number of shares: 199
  Date of appointment: 14/06/2007
  (1st appointment: 24/03/2003)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Gilles de Suyrot
  Born on 18/09/1940
  Number of shares: 6,534
  Date of appointment: 14/06/2007
  (1st appointment: 30/05/2001)
  Date of expiry of mandate: 2010 Ordinary General Meeting
• Philip J. Van gestel
  Born on 29/09/1958
  Number of shares: 2,071
  Date of appointment: 14/06/2007
  (1st appointment: 09/10/1997)
  Date of expiry of mandate: 2010 Ordinary General Meeting

(*) Also member of the Audit Committee
(**) Died in November, 2009

Operation

In March 2009, the Supervisory Board adopted Rules of Procedure that describe, in particular, the terms and conditions for its structure and operation as well as the powers and duties of its members in the scope of the statutory and legal provisions for a limited equity partnership.

The Rules of Procedure notably deal with the following issues:

• Composition of the Supervisory Board: more than 50% of its members are independent, according to the 2008 AFEP/MEDEF definition.
• Information of the Supervisory Board. The Board is informed by Management of:
• The progress of each business line and future prospects within the strategy framework as defined by Management;
• Acquisitions and/or sales of businesses or subsidiaries, shareholdings taken and, in general, any major investment;
• Changes in bank debt and financial structure within the financial policy framework as defined by Management;
• Internal control procedures defined and developed by Group companies under Management authority, which monitors their implementation;
• Projects and resolutions presented by Management at General Shareholder Meetings;
• Any major transaction covered by the defined strategy, prior to it being conducted.
• Role of the Supervisory Board: it provides ongoing control of the management of the Company and, to this end, has the same powers as the Board of Auditors. It carries out:
• Examination of the accounts and ensures the relevance and continuity of accounting methods adopted for the preparation of consolidated and social Company accounts;
• Recommendations in terms of selection of the Board of Auditors, the appointment of whom is proposed by Management at the General Meeting of Shareholders;
• The Audit Committee ensures adherence to rules that guarantee the independence and objectivity of the Board of Auditors;
• Approval of the report on internal control procedures implemented by the Company, prepared by the Chair of the Supervisory Board; approval of regulatory agreements;
• Control over the conformity of the remuneration of management and Managing Partners with statutory provisions.
• Duties and obligations of the members (notably with regard to conflicts of interest and confidentiality).
• Operation of the Supervisory Board: dates and locations of meetings (two meetings per year as a minimum), agenda, rulings.
• Remuneration of Board members: directors’ fees are fixed by the General Meeting of Shareholders.
• Assessment of the Supervisory Board.

Assessment of the Supervisory Board
Until now, operation of the Supervisory Board or workings of the Audit Committee have been the subject of regular and informal discussions within these bodies. As of 2009, following implementation of the Supervisory Board’s Rules of Procedure, the Supervisory Board will carry out an annual assessment of its performance at the time of its meeting on the half-yearly accounts and a formalised triennial meeting based on a questionnaire that will be sent to each of its members.