APC 2010 Annual Report Download - page 118

CORPORATE GOVERNANCE
3SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
Agenda
The Supervisory Board was given the Management Board’s
quarterly reports. At each meeting, the Board also tracked business
performance. It also tracked the Company’s fi nancial performance.
The Supervisory Board was informed of the Group’s 2010 targets.
At its meeting on February17, 2010, the Supervisory Board reviewed
the 2009 accounts, based on the Audit Committee’s report and
after seeking the opinion of the external auditors who attended the
meeting. It also approved the Management Board’s recommendation
to set the dividend to be submitted for shareholder approval at
EUR2.05 per share, with a dividend reinvestment option. At its
meeting on July30, 2010, the Board reviewed the interim fi nancial
statements for the six months ended June30, 2010 based on
the Audit Committee’s report and after seeking the opinion of the
external auditors.
The Audit Committee reported to the Board on the work carried
out by the internal auditors and on the results of internal control
the entities’ internal control self-evaluations. The Audit Committee
also reported on its other work on the monitoring process of the
preparation of fi nancial information, on risk management and on the
independence of the Statutory Auditors.
It ensured consistent compliance with market disclosure
requirements, notably through an analysis of market consensus and
the issuance of press releases.
The Board was informed of the cancellation of performance options
(plan30) and shares (plans 3 and 4) because of targets not met.
The Supervisory Board carried out the procedures required by law,
which include reviewing budgets and business plans.
Shareholders’ Meeting 2010
The Supervisory Board reviewed the agenda and draft resolutions to
be tabled in Annual Meeting and prepared its report to shareholders.
It approved the Chairman’s report on the operations of the
Supervisory Board and internal control. Almost all of the members of
the Board (11/12) were present at the Annual Shareholders’Meeting.
The Meeting adopted all the resolutions tabled.
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4. Supervisory Board Committees
(members, operating procedures
and meetings)**
In its internal rules and procedure, the Supervisory Board has set
out the role, responsibilities and competences of its two committees:
the Audit Committee and the Remuneration, Appointments &
Human Resources Committee. Their members are appointed
by the Supervisory Board, based on recommendations from the
Remuneration, Appointments & Human Resources Committee.
After checking with the Chairman of the Supervisory Board, the
committees may commission research from external consultants,
and they may also invite any persons of their choice to attend their
meetings, as required.
Audit Committee
Members
The Supervisory Board’s internal rules and procedures stipulate that
the Audit Committee must have at least three members. Two thirds
of the members must be independent and at least one must have in-
depth knowledge of accounting standards combined with hands-on
experience in applying current accounting standards and producing
fi nancial statements.
The Audit Committee has had three members since the resignation
of James Ross: Gérard de La Martinière, Chairman, Noël Forgeard
and Jérôme Gallot. They are independent and have the necessary
fi nancial or accounting competence. In addition, Noël Forgeard offers
particular expertise on industrial matters.
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