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01. MAIN DOCUMENTThe Investment Committee also includes a non-directormember: Jean–Michel Rallet.The Insurance Committee is an independent <strong>com</strong>mitteefor <strong>the</strong> Group's insurance <strong>com</strong>panies. It includes <strong>the</strong>Chairman of <strong>the</strong> Board of Directors, as well as <strong>the</strong>members of <strong>the</strong> Board of Directors who are insuranceprofessionals:- André Arrago;- Gilles Dupin;- Jean-Yves Nouy;- Jean-Claude Augros.It is responsible for managing issues relating to <strong>the</strong>insurance strategy, <strong>the</strong> financial insurance strategy,insurance risk management and control procedures, andrules as an insurance audit <strong>com</strong>mittee and insuranceappointments <strong>com</strong>mittee. It <strong>report</strong>s on its work to <strong>the</strong>Board of Directors. It is chaired by Mr. Jean-Yves Nouy.1.5.1.3 :: Specific information on corporate officersFor <strong>the</strong> purposes of <strong>the</strong>ir terms-of-office, Board ofDirectors members are domiciled at <strong>the</strong> <strong>com</strong>pany’sregistered office.Over <strong>the</strong> last five years, to <strong>the</strong> best of <strong>the</strong> <strong>com</strong>pany’sknowledge and on <strong>the</strong> date of drawing up <strong>the</strong> presentdocument, none of <strong>the</strong> Board of Directors members:- Have been convicted of fraud,- Have been associated with a bankruptcy, sequestrationor liquidation,- Have been incriminated in or been officially sanctionedby statutory or regulatory authorities,- Have been prevented by a court from serving as amember of an administrative, management or Board ofDirectors or from managing or conducting <strong>the</strong> businessof an issuer.The Directors enable APRIL GROUP to benefit from <strong>the</strong>irexpertise and experience relative to <strong>the</strong> topics describedin Section 5.1.2 such as strategy, external growth, humanresources and risk management. The various offices heldby Directors, as presented below, attest to <strong>the</strong> experiencebuilt up by <strong>the</strong>se members. In addition, <strong>the</strong> Chairmanand CEO <strong>com</strong>plies with <strong>the</strong> regulatory conditions in forcerelative to insurance brokerage.To <strong>the</strong> best of <strong>the</strong> <strong>com</strong>pany’s knowledge and on <strong>the</strong> dateof drawing up <strong>the</strong> present document, no arrangementsor agreements had been concluded with <strong>the</strong> mainshareholders, clients or suppliers under which any of <strong>the</strong>Directors has been selected in this capacity.To <strong>the</strong> best of <strong>the</strong> <strong>com</strong>pany’s knowledge and on <strong>the</strong> dateof drawing up <strong>the</strong> present document, none of Directorshad agreed to any restrictions concerning <strong>the</strong> disposal of<strong>the</strong>ir interest in <strong>the</strong> <strong>com</strong>pany’s capital.To <strong>the</strong> best of <strong>the</strong> <strong>com</strong>pany's knowledge and on <strong>the</strong>day when <strong>the</strong> present document was drawn up, variousservice delivery contracts had been entered into betweenon <strong>the</strong> one hand APRIL GROUP CORPORATE and KertésConseil (representing Mr. Jean-Pierre Rousset) and on<strong>the</strong> o<strong>the</strong>r Assinco and Kertés Conseil (representing Mr.Jean-Pierre Rousset). At present, <strong>the</strong>re is now only oneservice delivery contract in place between Kertés Conseil(representing Mr. Jean-Pierre Rousset) and Assinco.The missions set out in Mr. Jean-Pierre Rousset'sservice delivery contract are as follows: overseeing anddefining <strong>the</strong> global strategy, structuring, coordinating andmanaging <strong>the</strong> two <strong>com</strong>panies.Under <strong>the</strong> service delivery contracts, Kertés Conseilhas received €205,072 in fees from APRIL GROUPCORPORATE and Assinco, with this amount able to beadjusted and capped at €275,000 net of tax, based on afull-time position.To <strong>the</strong> best of <strong>the</strong> <strong>com</strong>pany's knowledge and on <strong>the</strong>day when <strong>the</strong> present document was drawn up, noconflicts of interest had been identified between <strong>the</strong>duties of each member of <strong>the</strong> Board of Directorsand <strong>the</strong> executive management team in relationto <strong>the</strong> <strong>com</strong>pany in <strong>the</strong>ir capacity as corporateofficers and <strong>the</strong>ir private interests or o<strong>the</strong>r duties.CORPORATEGOVERNANCEPART0150