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ASF - 2002 annual report - Vinci

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Corporate governance<br />

The company’s Board of Directors<br />

currently has 13 members, 4 of<br />

whom represent the State.<br />

In accordance with the provisions of<br />

the company’s by-laws concerning<br />

the Board of Directors, it is anticipated<br />

that at the end of the next<br />

General Meeting of April 29, 2003,<br />

the Board of Directors will be composed<br />

of 16 members:<br />

- one extra director representing<br />

the State;<br />

- 2 directors elected from among<br />

the salaried members of the<br />

Supervisory Board of the FCPEs<br />

holding shares in the company.<br />

Among the current 13 members of<br />

Executive Committee<br />

B. Val<br />

Chairman<br />

Y. Charron<br />

Human Resources Director<br />

the Board of Directors, 5 are independent,<br />

meaning that they have<br />

no connection with the <strong>ASF</strong> Group<br />

of any kind whatsoever that might<br />

compromise the exercise of their<br />

freedom of judgment.<br />

These 5 directors are Messrs Davy<br />

de Virville, Du Mesnil, Gourgeon,<br />

Maurel and Payen.<br />

In accordance with the provisions of<br />

the law on the new economic regulations<br />

of May 15, 2001, the Board<br />

of Directors, which met on March<br />

13, <strong>2002</strong>, opted for the dissolution<br />

of the functions of Chairman of the<br />

Board of Directors and Managing<br />

Director.<br />

J. Tavernier<br />

Managing Director<br />

B. Gardelle<br />

Communication Director<br />

P-E. Daussy<br />

Deputy Managing Director<br />

J-J. Bancel<br />

Investor Relations Director<br />

The Board makes decisions about<br />

all issues concerning the life of the<br />

Group and in particular its strategy<br />

decisions. It meets at least 4 times a<br />

year.<br />

There are 3 special-task committees<br />

within the Board, which perform<br />

their duties under its responsibility:<br />

the Audit Committee, the<br />

Compensation Committee and the<br />

Strategy<br />

Committee.<br />

and Commitments<br />

A. Renoir<br />

Deputy Managing Director<br />

M. Amilhat<br />

Chairman of ESCOTA<br />

A. Robillard<br />

Deputy Managing Director<br />

J-M. Denizon<br />

Managing Director of<br />

ESCOTA

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