2008 Registration Document - Rexel

10. Management and Supervisory Bodies1996 and 1999. Marc Frappier is an Ingénieur Civil desMines and holds the Diplôme d’Etudes Comptables etFinancières.Joe Adorjan has served on the Supervisory Board of Rexelsince May 20, 2008. Joe Adorjan is President of the AdvenCapital investment fund and is a partner of StoningtonPartners Inc. From 1995 to 2000, he was Chairman andCEO of Borg-Warner Security Corporation. Previously,Joe Adorjan was President of Emerson Electric, where hesupervised the integration of Fisher Controls Company intothe group’s control companies, creating Fisher-Rosemount,the world leader in process controls and instruments.From 1990 to 1992, Joe Adorjan was President of ESCOElectronics Corporation. From 1968 to 1990, he held variousmanagement positions within Emerson Electric Company.In 1978, he was named Director of Corporate Development,responsible for finance, international, planning, acquisitionsand technologies activities. In 1988, Joe Adorjan becameVice President of the Management Committee, wherehe also was responsible for government and defenseoperations. Joe Adorjan is a director of ThermadyneHoldings Corporation, Goss Graphics Systems Inc., andPatriot Coal Corporation. He is also a member of the Boardof Directors of Saint Louis University and Ranken TechnicalCollege. He is the founder and President of the Hungarian-Missouri Educational Partnership. At the beginning of hiscareer, Joe Adorjan has been a director of a number ofpublic and private companies and played a very active rolein civic affairs.Djamal Moussaoui, member of the Supervisory Board,resigned on February 5, 2009. Djamal Moussaouiwas appointed to the Supervisory Board of Rexel onFebruary 13, 2007. For the year ended December 31,2008, Djamal Moussaoui actively participated in the workof every Supervisory Board meeting and took part in everydecision that was voted on by the Supervisory Board.Djamal Moussaoui was replaced by Matthew Turner, amember of the Supervisory Board of Rexel since March30, 2009. Matthew Turner joined Merrill Lynch in 2007. Heis Managing Director and Head of International in MerrillLynch Global Private Equity. Prior to joining Merrill Lynch,Matthew Turner has worked in the Private Equity sector fortwenty years. Matthew Turner was a member of the boardsof various companies, including Phadia, Gala, Moliflor,Retail Decisions, Loyalty Partners, Upperpoint Group, RALGroup and Astron. Matthew Turner is currently a memberof the Boards of Euromedic, a pan-European provider ofmedical services, of Integrated Dental Holdings GroupLtd., and of Partnership Education. Matthew Turner isparticularily involved in strategic decision-making and in thedetermination of current guidelines for all activities. MatthewTurner holds a law degree with honors from Guildford LawCollege (United Kingdom) and has worked as a businesslawyer.10.2.2 Operation ofthe Supervisory BoardThe Supervisory Board exercises ongoing control overRexel’s management by the Management Board underthe conditions provided by law. It performs the controlsand verifications that it deems appropriate and has theright to request any document it deems necessary for theperformance of its duties. In particular, the SupervisoryBoard has the following specific duties:− it appoints and dismisses Management Board membersand determines their compensation (including benefits inkind and special pension arrangements);− it appoints and dismisses the Chairman of theManagement Board;− if permitted by the by-laws, it may grant powers to one ormore Management Board members to represent Rexel;− it co-opts Supervisory Board members;− it authorizes agreements that are subject to articleL.225-86 of the French Commercial Code;− it creates the Supervisory Board Committees, definestheir powers, appoints committee members anddetermines their compensation;− it authorizes the sale of real properties and the disposalof equity investments, in whole or in part, and grantssecurity interests;− it allocates attendance fees;− it approves securities, endorsements and guarantees.The Supervisory Board of Rexel adopted its own Rules ofProcedure on February 13, 2007 pursuant to Rexel’s bylaws,and updated them in April 2007, for the purpose ofsetting forth the provisions governing the organization andoperation of the Supervisory Board and the rights andresponsibilities of its members. These Rules of Procedureare not enforceable vis-à-vis third parties and may not beinvoked by such parties against members of the SupervisoryBoard.The main provisions of the Rules of Procedure arereproduced or summarized below.Members of the Supervisory BoardThe Supervisory Board is made up of five to fifteen members,subject to exemptions provided for by law in the case ofa merger. Supervisory Board members are appointed orreappointed by the ordinary shareholders’ meeting. Theterm of their appointment is five years.Powers of the Supervisory BoardThroughout the year, the Supervisory Board carries outthose verifications and controls that it deems appropriateand receives all documents that it deems necessary for theperformance of its duties.PAGE 108 | REXEL 2008