2007 - April

3.0
Chairman of the Board of Directors’ report
Be a corporate officer and/or legal representative of any
related company or have held such a position at any point
in the last two financial years ended,
Be a legal representative of a company in which the Group
is a corporate officer, or a legal representative or employee
of the Group at present or at any point in the last two
financial years ended,
Be a beneficiary of an economic relationship with the
Group that is deemed to be significant for the member, or
even an employee, corporate officer, legal representative,
controlling partner of such a beneficiary or a relative of
such a beneficiary as defined below. The significant nature
of the economic relationship in question will be determined
by the Board of Directors,
Be related, on a direct or collateral basis, directly or by
marriage, to a degree less than one fifth, to a legal
representative of the Company. For the purposes of the
present requirements, the spouse of a relative is deemed
to have the same degree of relationship as the relative in
question in connection with the corporate officer,
Be a corporate officer of the Company for over 12 years
as on the date on which their period of office is to be
renewed,
Be a former Statutory Auditor of the Group having
performed this function within the Group in any of the last
five financial years ended.
There are no restrictions in force governing the interests of
independent members in the share capital.
The Board of Directors has set up various Committees,
defining their makeup and remits. These Committees report
to the Board of Directors on their activities.
Firstly, the Sustainable Development Committee meets as
the Audit Committee and the Compensation Committee
during specific sessions. Its mission is to oversee the main
strategic and organizational issues facing the company (risk
management and monitoring of internal audit, new company
acquisition and integration policy, Group culture, human
resources policy, governance rules, etc.). Management
actions are taken based on the report that it submits to the
Board of Directors. The Sustainable Development Committee
is currently made up of five members, namely the Chairman
of the Board of Directors and four independent directors.
In addition, the Group’s Investment Committee is called on
prior to the acquisition of an equity interest, the creation
of activities, a significant investment in a company or a
disinvestment. It rules on these elements in the last instance.
The report on the Investment Committee’s decisions is
transmitted to the members of the Board of Directors. A set
of bylaws has been drawn up describing this committee’s
operations. It met seven times over the past financial year.
The Chairman of the Board of Directors of APRIL GROUP is an
ex-officio member of this committee, acting as its Chairman.
The Board of Directors voted, to appoint its representatives
within the APRIL GROUP Investment Committee for an
indefinite period:
Bernard Belletante;
Gilles Pardi;
Guy Rigaud;
Vanessa Rousset.
The Investment Committee also includes two non-director
members.
Lastly, the Insurance Committee comprises the Group’s
professionals, insurance specialists, and at least one member
of the Board of Directors who reports on its work to the
Board.
1.2. Bylaws
The Board of Directors has adopted a set of bylaws, the main
provisions of which are outlined below:
Role of the Board of Directors;
Structure of the Board of Directors;
Ethical obligations and duties for members of the Board of
Directors;
Board of Directors’ organization and operations;
Board of Directors’ information;
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