2007 - April

5.0
Corporate Governance
The other offices of APRIL GROUP Directors are presented in
the management report (Pages 64 to 72).
For security reasons, the address of APRIL GROUP Directors
is that of the company’s registered office: APRIL GROUP :
83-85, boulevard Vivier Merle – 69003 LYONS.
5.1.2. Administrative and management body
operations
At the General Meeting on August 28 th , 2007, shareholders
voted to change the company’s governance structure, opting
for the Board of Directors system, which seems best suited
to the Group’s new organization.
- Number of Supervisory Board meetings during the fiscal
year just ended: three.
- Number of Board meetings over the last financial year: two.
- A Director’s charter governs the Board’s operations.
The APRIL GROUP Board of Directors handles all the
assignments defined by law. It is also intended, thanks to the
presence of several independent directors on the Board, as a
system of warning, criticism and recommendation.
During the fiscal year just ended, the Board of Directors
addressed the following main issues in addition to those
provided for under the law and regulations in force:
- Monitoring of acquisition projects and the creation of new
companies or activities;
- Monitoring of the integration of new companies within
the Group,
- Monitoring of the results of the employee satisfaction
survey,
- Monitoring of risk management and internal audit work,
- Monitoring of the policy for creating new products and
services,
- Monitoring of provisional budgets and actuals,
- Monitoring of the financial rating process for certain
subsidiaries.
The Sustainable Development Committee held five meetings
over the last fiscal year. It includes the Chairman of the
Board of Directors and four independent directors:
- Jean-Claude AUGROS;
- Bernard BELLETANTE;
- Philippe MARCEL;
- Guy RIGAUD.
The Sustainable Development Committee meets as the
Audit Committee and the Compensation Committee during
specific sessions. It is also responsible for addressing major
strategic and organizational issues in the company (risk
management, and monitoring of interal audit, acquisition
policy and integration of new companies, Group culture,
human resources policy, governance rules, etc.). It reports to
the Board of Directors and leads to management actions.
The Group’s Investment Committee reviews proposals
prior to any acquisitions of companies or equity interests,
activity creation, material investment in a company or
divestment. On such projects, it takes the final decisions
in the last resort. Minutes presenting the Investment
Committee’s decisions are provided to the members of the
Board of Directors. A set of bylaws has also been drawn
up, presenting this Committee’s operations. In 2007, the
Investment Committee met seven times.
The Chairman of APRIL GROUP’s Board of Directors is a
member of this Committee, as Chairman. The Board of
Directors has appointed the following as its representatives
for an indefinite period on APRIL GROUP’s Investment
Committee:
- Bernard BELLETANTE;
- Gilles PARDI;
- Guy RIGAUD;
- Vanessa ROUSSET.
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