2008 Registration Document - Rexel

Jean-Dominique Perret has been a member of theManagement Board of Rexel since February 13, 2007.He began his career with Asea Brown Boveri in 1973. In1975, he joined Schlumberger Services Pétroliers, wherehe held operational positions in the Middle East, Asia, Africaand South America as Profit Center Manager, Country orRegional Director and lastly, in January 1991, as RegionalDirector for Latin America. In 1993, he became SalesEngineering Director for Eastern Europe at Air Liquide. In1994, he was promoted to Human Resources Director ofseveral entities of the Air Liquide group. In 2001, Jean-Dominique Perret was appointed Senior Vice President,Group Human Resources within Rexel Développement.Since January 1, 2008, Jean-Dominique Perret carriesout, in addition to his officership, the duties of GroupDelegate for Latin America. Jean-Dominique Perret holdsan engineering degree from ESIM and is a graduate of theInstitut de l’Administration des Entreprises (IAE).Nicolas Lwoff, member of the Management Board andGroup Senior Vice President, Finance, Control and LegalAffairs, left the Rexel Group on February 12, 2009. NicolasLwoff was appointed to the Management Board of Rexelon February 13, 2007. For the year ended December 31,2008, Nicolas Lwoff actively participated in the work ofevery Management Board meeting and took part in everydecision that was voted on by the Management Board.On March 23, 2009, Rexel announced the appointmentof Michel Favre as Group Senior Vice President, Finance,Control and Legal affairs, as well as his appointment to theManagement Board of Rexel further to the shareholders’meeting of May 20, 2009.10.1.2 Operation of the ManagementBoardThe Management Board has broad powers to act in thename of Rexel in all circumstances within the scope of Rexel’scorporate purpose and subject to those powers that have beenexpressly granted by law or the by-laws to the shareholders’meeting and the Supervisory Board or otherwise require priorauthorization from the Supervisory Board. The ManagementBoard is also vested with the following specific powers underapplicable law and the by-laws:− to convene general meetings;− to carry out capital increases and/or to determine theterms and conditions of capital increases pursuant toa delegation of authority from the extraordinary generalmeeting;− to carry out capital reductions pursuant to a delegation ofauthority from the extraordinary general meeting;− to grant to employees of Rexel options to subscribe for orto purchase shares or to award free shares pursuant to theauthorization of the extraordinary shareholders’ meeting;− to issue bonds with the option to delegate such power tothe Chairman or to another member of the ManagementBoard; and− to modify the share capital of Rexel following theconversion of convertible bonds at any time, subscriptionsto shares by tendering rights detached from compoundsecurities giving the right to receive shares, the exerciseof stock options or the payment of dividends in shares.On February 13, 2007, the Management Board of Rexeladopted its own Rules of Procedure of which the purposeis, in accordance with applicable law, regulations and bylaws,to assign certain Management Board responsibilitiesbetween the Management Board members, to determine theorganization and operation of the Management Board and toset out the rights and responsibilities of its members. It is notenforceable vis-à-vis third parties and may not be invoked bysuch parties against members of the Management Board.The main provisions of the Rules of Procedure are reproducedor summarized below.Members of the Management BoardThe Management Board is made up of at least two membersand no more than four members, who are appointed by theSupervisory Board. The term of their appointment is fouryears.Duties and powers of the Management BoardThe Management Board is vested with the most extensivepowers to act in all circumstances on behalf of Rexel, withinthe scope of the corporate purpose and subject to thosepowers expressly assigned by law and by the by-laws toshareholders’ meetings and to the Supervisory Board.In its relationships with third parties, Rexel is responsiblefor all actions of the Management Board, including thosethat do not fall within the corporate purpose, unless it candemonstrate that the third party was aware that the actionwent beyond the scope of such purpose or that it couldnot be unaware of this under the circumstances, it beingspecified that publication of the by-laws does not in itselfconstitute such proof.The Management Board submits to the Supervisory Boarda report summarizing the main actions or events that haveoccurred concerning the management of Rexel at leastonce each quarter. The Supervisory Board may also at anytime request that the Management Board submit a report onRexel’s management and ongoing operations. This reportmay be supplemented by interim financial information onRexel.Within three months as from the end of each financialyear, the Management Board approves and submits tothe Supervisory Board, for purposes of verification andcontrol, the year-end financial statements and, if any, theconsolidated financial statements together with the reportsubmitted to the annual shareholders’ meeting. It proposesthe allocation of income from the previous financial year tothe Supervisory Board.The Management Board reviews quarterly and half-yearlyfinancial statements and submits them to the SupervisoryBoard.REXEL 2008 | PAGE 99