APC 2007 Annual Report Download - page 46

44
It verified the external Auditors' independence, in particu-
lar by reviewing fees paid by the Group to their firm and
network.
The Committee reviewed its operating procedures in light
of the work conducted by Institut Français des Administra-
teurs (French directors’ institute or IFA) on audit commit-
tees and found that its organization, operation and
missions complied with the IFA’s recommendations. How-
ever, it did note a number of areas for improvement con-
cerning the AMF’s comments on the registration document,
the external auditors’ audit program and the Group’s main
internal control rules and procedures.
The Audit Committee reported to the Supervisory Board
on its activities in 2007 at the Board meetings held on Feb-
ruary 20, June 28, July 31 and December 19, 2007.
Remunerations and
Appointments & Corporate
Governance Committee
Members
The Supervisory Board’s internal rules stipulate that the
Remunerations and Appointments & Corporate Gover-
nance Committee must have at least three members. It is
chaired by the Chairman of the Supervisory Board.
No changes were made to the membership of the Remu-
nerations and Appointments & Corporate Governance
Committee following the replacement of the Board of Di-
rectors by the Supervisory Board, except for the replace-
ment of René Barbier de La Serre as Committee Chairman
by Henri Lachmann.
Meetings
The Remunerations and Appointments & Corporate Gov-
ernance Committee meets at least three times a year.
Meetings are called by the Committee chairman, after con-
sulting the Management Board Chairman.The Committee
may make enquiries of any persons of its choice.
Responsibilities
The Committee makes recommendations to the Supervi-
sory Board concerning candidates for appointment to the
Management Board, the Supervisory Board and the Com-
mittees of the Supervisory Board. It also makes recom-
mendations concerning the compensation to be paid to the
members of the Management Board and to the Supervi-
sory Board Chairman, as well as on stock options and
stock grants for Management Board members.
Based on the proposals made by the Management Board,
the Committee makes recommendations concerning the
compensation to be paid to the Executive Committee
members, the principles and methods for determining Sen-
ior Management compensation, as well as the creation of
stock option, stock grant and employee stock ownership
plans.
It is also responsible for examining succession planning
solutions for members of the Management Board and Ex-
ecutive Committee.
It recommends the amount of attendance fees for approval
at the Annual Meeting and their allocation among Super-
visory Board members.
The Committee recommends processes and procedures
to ensure shareholders and the market that the Supervi-
sory Board carries out its missions objectively and inde-
pendently.
The recommendations relate to:
The terms of reference of the Committees of the Super-
visory Board.
The determination and review of independence criteria
applicable to Supervisory Board members.
Assessments of the Supervisory Board’s organization
and procedures.
Application by the Company of national or international
corporate governance practices.
The Remunerations and Appointments & Corporate Gov-
ernance Committee presents its findings and recommen-
dations to the Supervisory Board and distributes the
minutes of its meetings to the Supervisory Board mem-
bers.
Meetings in 2007
The Remunerations and Appointments & Corporate Gov-
ernance Committee of the Supervisory Board met three
times in 2007, with an attendance rate of 92%. It reported
to the Supervisory Board on its activities at the Board
meetings held on February 20, April 26, October 25 and
December 19, 2007.
The Remunerations and Appointments & Corporate Gov-
ernance Committee made recommendations to the Su-
pervisory Board concerning the Supervisory Board’s
membership (recommendation to co-opt G. Richard
Thoman and appoint Léo Apotheker as a non-voting mem-
ber), the Management Board members’ compensation,
and stock options and stock grants to be attributed to the
members of the Management Board. The Committee rec-
ommended that the Supervisory Board authorize the Man-
agement Board to set up stock option or stock grant plans
– particularly the 2008 plan – and to carry out an employee
share issue (the 2008 worldwide ESPP).It also reviewed
succession planning solutions for members of the Man-
agement Board and Executive Committee. The Committee
reviewed the compensation policy for senior executives
and the benefits granted to members of Senior Manage-
ment on termination. It also recommended amendments
to the procedure for establishing lists of individuals defined
as "insiders".
5. Management
Board Members
The bylaws stipulate that the Management Board may
have between two and seven members.
Members are appointed by the Supervisory Board – which
also designates the Chairman – for a renewable three-year
term.
The age limit for holding office as a member of the Man-
agement Board is 65. When a member reaches the age of
65, the Supervisory Board may extend his or her term sev-
eral times, provided that the total extension does not ex-
ceed three years.