2008 Registration Document - Rexel

10. Management and Supervisory BodiesThe Management Board convenes shareholders’ meetings,sets the agenda of the meetings and carries out theshareholders’ decisions.Management Board members are liable to Rexel or to thirdparties, as the case may be, for violations of the provisionsof the laws governing French sociétés anonymes, the bylawsor for negligence in their management, under theconditions and subject to the penalties provided by law.The Management Board’s Rules of Procedure sets forththose Management Board decisions that are subject toprior approval by the Supervisory Board under the termsof Rexel’s by-laws. A list of such decisions is set out inparagraph 15.2.2 of this Document de Référence.Division of responsibilities amongManagement Board membersManagement Board members are responsible to Rexel orthird parties, as the case may be, for any negligence in theperformance of their duties. However, Management Boardmembers may, with the Supervisory Board’s authorization,divide management responsibilities amongst themselves.However, such allocation shall not in any event deprive theManagement Board of its status as a collegiate body that isresponsible for the management of Rexel.Jean-Charles Pauze is the Chairman of the ManagementBoard. As such, he is responsible for the administration andmanagement of the Rexel Group, as well as its strategy andorientation. His mission also includes: developing the RexelGroup’s business internationally and exercising hierarchicalcontrol over the employees of Rexel.As a member of the Management Board, Pascal Martinis in charge of the following departments: marketing andcommercial development; relationships with suppliers; ITsystems; logistics and supply chain; large key internationalaccounts; indirect purchases; strategic development; andmergers and acquisitions.As a member of the Management Board, Jean-DominiquePerret is in charge of the following departments: humanresources development; employee affairs; ongoing trainingand development; developing recruitment best practices;general services for the holding companies of the RexelGroup and the headquarters; general Rexel Group policieswith respect to general services.Also, as it deems appropriate, the Management Board mayassign to one or more of its members, or to any personwho is not a member, special missions, on a permanent ortemporary basis, to achieve one or more specified goals,with or without the ability further to delegate such powers.Meetings of the Management BoardWhenever required for the best interests of Rexel,the Management Board meets when convened by itsChairman, at Rexel’s registered office or at any other placespecified in the meeting notice. If specified in the meetingnotice, Management Board meetings may be held byvideoconference or other forms of telecommunication.The meetings are chaired by the Chairman of theManagement Board or, in his absence, by a member of theManagement Board who is selected by the ManagementBoard at the beginning of the meeting. The ManagementBoard appoints a secretary who is not required to be aBoard member.In order for resolutions to be valid, there must be a quorumof more than one half of Management Board members inattendance. Resolutions are adopted by a simple majorityof Management Board members present and represented.Each Management Board member may represent one otherManagement Board member at each Management Boardmeeting. In the event of a tie, the Chairman of the meetinghas a casting vote.Deliberations are recorded in minutes that are entered ina special register and are signed by the Chairman of themeeting.Assessment of the Management BoardAn assessment of the Management Board’s operations isincluded as a separate item on the agenda at least onceevery year.Information provided to the Management BoardThe Chairman of the Management Board ascertains thata file containing all documents and information needed toreview the items on the agenda of the Management Boardmeeting is sent to each member of the Management Boardin a timely manner. In addition, members of the ManagementBoard have the right to request any documents they deemnecessary for a meeting, provided that they submit suchrequests within a reasonable time frame.Furthermore, between meetings, members receive allappropriate information on events and transactions havinga material impact on Rexel.Charter for Management Board membersIn the interest of good corporate governance, theManagement Board’s Rules of Procedure, to which eachmember of the Management Board is subject, contain acharter setting out the rights and responsibilities of themembers of the Management Board.PAGE 100 | REXEL 2008