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01. MAIN DOCUMENTThe other offices of APRIL GROUP Directors are presentedin the management report (Pages 88 and following).To the best of the company's knowledge, the only familyties between members of the Board of Directors arebetween Bruno Rousset and Jean-Pierre Rousset, whoare brothers.The management experience and expertise of eachmember of the Board of Directors is detailed below:Bruno Rousset has a degree in management andmarketing and also graduated from the Centre dePerfectionnement aux Affaires de Lyon. In 1979, he joinedthe Lyon-based retirement and personal protection groupUPESE (Union de Prévoyance des Entreprises du Sud-Est) as head of personal protection, then Deputy Director.In 1988, he founded APRIL, which has today become theAPRIL group, within which he is the Chairman and ChiefExecutive Officer.Xavier Coquard attended the IBM management schooland graduated from a qualifying insurance broker trainingprogram. In 1974, he joined the Lyon-based retirement andpersonal protection group UPESE (Union de Prévoyancedes Entreprises du Sud-Est) as a project leader. In 1988,with Bruno Rousset, he founded APRIL, which has todaybecome the APRIL group, serving among other positionsas its Company Secretary and Vice President for NewTechnologies. He is also the founder and Chairman of theSupervisory Board of Terre d'entreprises and Châteaudes Broyers.André Arrago has a degree from the French institute forinsurance and financial sciences, in addition to a degree inactuarial studies. In 1985, he joined Hannover Re as headof non-life for countries from Latin America and the Arabworld. Since 2001, he has been a member of HannoverRe's Executive Board and extended his responsibilitiesas head of non-life virtually worldwide.Jean-Claude Augros has a postgraduate DEA inmanagement sciences. He is Head of the Frenchinstitute for insurance and financial sciences, and hasbeen teaching at Université Claude Bernard Lyon 1 as aprofessor in management sciences since 1986.Bernard Belletante graduated from the Ecole NormaleSupérieure and has a PhD in economics and management.In 2002, he was appointed Chief Executive Officerof Euromed Management. He is also a professor infinance, while serving as Chairman of the Mediterraneanmanagement schools network (RMEM) and Altarès'Scientific Board.Gilles Dupin is a Polytechnique engineer and graduated asone of the top students from Institut d'Études Politiquesde Paris (economics and finance). He joined the MonceauGroup in 1995 and became its Chief Executive Officerin September 1995. He is also Chief Executive Officerof Mutuelle Centrale de Réassurance, Capma-Capmi,CART, CIARL, CIAM and CIMA.Philippe Marcel graduated from EM Lyon, and joinedEcco Travail Temporaire in 1981. In 1996, following themerger of Adia and Ecco, he became Chief ExecutiveOfficer of the newly created Adecco Group for France,overseeing a region grouping together Ireland, the UK,Morocco and South Africa. Then, in 1997, he becamethe Adecco Group's non-executive Chairman. Today,he is Chairman of MG Fil Conseil and Chairman of theSupervisory Board of Novalto.Jean-Yves Nouy, an IEP de Paris graduate, began hiscareer at Groupama. In 1986, he joined UAP Réassurancesas Company Secretary. At the time of the merger in 1989,he became Company Secretary for the Scor Group. In2003, he was appointed Chairman of the Benfield groupand created Catixl, a company specialized in the creationof disaster indexes. Since 2004, he has been ChiefExecutive Officer of SHAM.Patrick Petitjean graduated in economic sciencesand management, and attended the Centre dePerfectionnement aux Affaires de Lyon. After 15 yearswithin OPAC, in 2000 he joined the APRIL groupas Chairman and Chief Executive Officer of APRILAssurances and APRIL GROUP PREVOYANCE SANTE.Guy Rigaud is an ESC de Clermont-Ferrand graduate. For15 years, he lectured in general economics, accountingand sociology at ESC de Clermont-Ferrand, while at thesame time working as a consultant. Since 1989, he hasbeen Chairman of the Executive Board of Rhône-AlpesCréation.Jean-Pierre Rousset graduated in law and from the Frenchschool for press attachés. After numerous experiencesas head of communications, in 1998 he joined Burson-Marsteller as Chairman and Chief Executive Officer.CORPORATEGOVERNANCEPART0148
01. MAIN DOCUMENTIn 2003, he became Chairman of TBWA/Corporate, andat the end of 2008, he was appointed Chairman and ChiefExecutive Officer of APRIL GROUP CORPORATE.For security reasons, the address of APRIL GROUPDirectors is that of the company’s registered office: APRILGROUP: 83-85, boulevard Vivier Merle – 69003 LYON.1.5.1.2 :: Administrative and management body operationsThe Sustainable Development Committee meets as theAudit Committee and the Compensation Committeeduring specific sessions. It is also responsible foraddressing major strategic and organizational issuesin the company (risk management, and monitoring ofinternal audit, acquisition policy and integration of newcompanies, Group culture, human resources policy,governance rules, etc.). It reports to the Board of Directorsand leads to management actions.Number of Board of Directors meetings during the fiscalyear just ended: six.The APRIL group Board of Directors handles all theassignments defined by law. It is also intended, thanksto the presence of several independent directorson the Board, as a system of warning, criticism andrecommendation.During the fiscal year just ended, the Board of Directorsaddressed the following main issues in addition to thoseprovided for under the law and regulations in force:- Monitoring of acquisition projects and the creation ofnew companies or activities;- Monitoring of the integration of new companies withinthe Group,- Monitoring of the results of the employee satisfactionsurvey,- Monitoring of risk management and internal auditwork,- Monitoring of the policy for creating new products andservices,- Monitoring of provisional budgets and actuals,- Monitoring of the financial rating process for certainsubsidiaries.The Sustainable Development Committee's missions weremodified at the Board of Directors meeting on December10th, 2009. In accordance with the French commercialcode, APRIL GROUP will set up an Audit Committee in2010. In this way, part of the remits previously entrustedto the Sustainable Development Committee will betransferred to this Audit Committee. The SustainableDevelopment Committee will continue to be in charge ofsubjects relating to the executive compensation policy,mobility, social reporting and the main issues relating tohuman resources.The Audit Committee is expected to be chaired by Mrs.Dominique Takizawa, subject to her appointment as anAPRIL GROUP Director at the annual general meetingconvened to approve the financial statements for theyear ended December 31 st , 2009.The Group’s Investment Committee reviews proposalsprior to any acquisitions of companies or equity interests,activity creation, material investment in a company ordivestment. On such projects, it takes the final decisionsin the last resort. Minutes presenting the InvestmentCommittee’s decisions are provided to the members ofthe Board of Directors. A set of bylaws has been drawnup, presenting this Committee’s operations.CORPORATEGOVERNANCEThe Sustainable Development Committee held fourmeetings over the last fiscal year. It includes the Chairmanof the Board of Directors and 5 directors, of whom 4 areindependent:- Jean-Claude Augros;- Bernard Belletante;- Gilles Dupin;- Philippe Marcel;- Guy Rigaud.In 2008, the Investment Committee met four times.The Chairman of APRIL GROUP’s Board of Directorsis a member of this Committee, as Chairman. TheBoard of Directors has appointed the following asits representatives for an indefinite period on APRILGROUP’s Investment Committee:- Bernard Belletante;- Guy Rigaud;PART0149
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05APPENDIX
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