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The Committees’ responsibilities and procedures are detailed in each Committee’s charter and included in the Supervisory Board’s Code of Conduct.

The Audit Committee

The Audit Committee was composed of four members:

>> Jean-Marc JANODET (Chairman)
>> Nicolas CELIER
>> Édouard de L’ESPÉE
>> Grégoire OLIVIER

Each member of the Audit Committee has the fi nancial and accounting expertise necessary to be a member of the Committee insofar as they occupy or have occupied senior executive positions in several industrial or fi nancial companies. Grégoire Olivier is considered to be an independent Committee member.

Responsibilities of the Audit Committee

The Committee’s responsibilities are as follows:
• ensure that the accounting policies chosen are appropriate and properly applied to the parent company and consolidated fi nancial statements,
• verify the accounting treatment of any signifi cant transactions conducted by the Company,
• ensure that internal data collection and control procedures make it possible to guarantee the quality and sincerity of the Company’s accounts,
• serve as liaison with the Statutory Auditors,
• review all accounting and fi nancial documents to be issued by the Company before they are published,
• inform the Supervisory Board of any observations it considers relevant from an accounting and fi nancial point of view, in particular when the semi-annual and annual parent company and consolidated fi nancial statements are submitted for approval,
• oversee the Statutory Auditor selection process and submit the results of the selection to the Supervisory Board,
• review the audit and consulting fees paid by the Company and the companies in the Group over which it exercises control to the Statutory Auditors and their networks and submit a report to the Supervisory Board..

Organization and procedures

The Audit Committee meets as frequently as it deems necessary, and at least twice a year, prior to the Supervisory Board’s review of the semi-annual and annual fi nancial statements. The Audit Committee has access to all the resources it considers necessary to fulfi ll its responsibilities. In general, its meetings are held suffi ciently in advance of Board meetings (generally a week) to allow for an in-depth examination of any subject requiring the Committee’s attention. Accordingly, documents are addressed to Committee members in advance, usually a week before the meeting. In particular, the Audit Committee may interview the accounting staff as well as the Statutory Auditors and, if it so desires, independently of the presence of the Company’s management. It may also hire experts to perform specifi c tasks falling within the scope of its responsibilities. In this regard, the Committee has engaged a recognized independent expert, Associés en Finance, to evaluate the Company’s net asset value at least once every six months. At the conclusion of each meeting, its members confer with no members of the Company’s management present. After every committee meeting, a report is drawn up and sent to the Supervisory Board. The Audit Committee met six times between January 2007 and March 2008 (vs. six times in 2006). Attendance was more than 95%, and meetings lasted on average three hours.


The Governance Committee


The Governance Committee, which includes the functions of the compensation and appointments committees, comprises the following five members: 

>> Didier Cherpitel (Chairman)
>> François de Mitry
>> François de Wendel
>> Béatrice Dautresme
>> Guy de Wouters

The Governance Committee includes two independent members, as defi ned by the AFEP-MEDEF reports, Béatrice Dautresme and Didier Cherpitel, its chairman since April 2007.

Responsibilities of the Governance Committee

• Propose candidates for Supervisory Board membership after reviewing all factors that must be taken into account. These include the desired balance of the Board’s composition in function of the composition of and changes in the Company’s shareholding, in particular the desired number of members with no direct or indirect link with the Company,
• Propose compensation packages for members of the Executive Board, including benefi ts in kind,
• Review the methods for apportionment of director’s fees among the members of the Supervisory Board;
• Review the co-investment policy proposed to management and its application,
• Express an opinion on any question related to the governance of the Company or the functioning of its governing bodies,
• Review any question concerning business ethics posed by the Supervisory Board.

Organization and procedures

The Committee met ten times from January 2007 to March 2008 (vs. six times in 2006). Attendance at the meetings was 80%. The meetings lasted on average two hours.



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