2008 Registration Document - Rexel

It has the following powers:(i) Powers in the area of control:− it reviews the financial condition, cash position andcommitments of Rexel and its subsidiaries;− it reviews the financial statement auditing process andinformation provided to the shareholders and to themarket;− it authorizes related-party agreements.(ii) Powers in the area of appointmentsand compensation:− it appoints and dismisses Management Board members(including the Chairman), determines their numberwithin the limits provided by the by-laws and theircompensation;− it appoints and dismisses the Chairman of theManagement Board, including in his capacity as memberof the Management Board;− it co-opts the members of the Supervisory Board;− it allocates attendance fees.(iii) Preparation of reports to be submittedto general meetings of shareholders:Each year, the Supervisory Board submits to the ordinaryannual general meeting its comments on the ManagementBoard’s report and on the financial statements for thefinancial year.The Chairman of the Supervisory Board must append to thisreport a report on how the Supervisory Board prepares andorganizes its work, and on the internal control proceduresimplemented by Rexel.The Supervisory Board submits recommendations on thereappointment of Supervisory Board members.(iv) Powers to grant prior authorization to theManagement Board to make certain decisions:The Supervisory Board grants to the Management Boardthe authorizations required by law or by a provision of theby-laws of Rexel.In addition, a list of decisions made by the ManagementBoard, which are subject to prior authorization by theSupervisory Board under the terms of Rexel’s by-laws,is mentioned in paragraph 15.2.2 of this Document deRéférence.Meetings of the Supervisory BoardInsofar as possible and depending on the circumstances,any deliberation of the Supervisory Board on a matterfalling within the scope of a committee shall be precededby referring such matter to the relevant committee and maybe made only after the relevant committee has submittedits recommendations or proposals.The Supervisory Board meets whenever the best interestsof Rexel so require, and at least once every quarter, atmeetings convened by its Chairman or Deputy Chairman.Meetings may be held by videoconference or any otherform of telecommunication. Meetings are held at theregistered office or at any other place specified in the noticeof meeting.The Chairman of the Supervisory Board may invite someor all members of the Management Board to attendSupervisory Board meetings, without the right to participatein the vote.The Supervisory Board is duly convened only if a quorumconsisting of at least half of its members is in attendance.Decisions are approved by a majority of votes of themembers present or represented; each Supervisory Boardmember has one vote and may not represent more thanone of his colleagues. In the event of a tie, the Chairmanof the meeting shall cast the tie-breaking vote, if and onlyif the Supervisory Board consists of an even number ofSupervisory Board members and only at meetings chairedby the Chairman of the Supervisory Board.An attendance record is kept, and signed by those membersof the Supervisory Board participating in each meeting.The deliberations of the Supervisory Board are recordedin minutes, which are drawn up in accordance withapplicable law and signed by the Chairman of the meetingand by at least one Supervisory Board member or, in theevent the Chairman is unavailable, by two SupervisoryBoard members. The copies or extracts of these minutesare certified by the chairman or Deputy Chairman of theSupervisory Board, or a duly empowered proxy.Code of Conduct of the Supervisory BoardThe Supervisory Board, a collegiate body, is required toact in Rexel’s corporate interests under all circumstances.Therefore, the Supervisory Board members carry out theirduties with loyalty, in good faith, and with professionalismand independence. Also, they ensure that any conflict ofinterest that might exist between their personal interestsand those of Rexel is avoided.Compensation of Supervisory Board membersThe ordinary general meeting may allocate attendance feesto Supervisory Board members. The Supervisory Boardallocates this remuneration among its members as it deemsappropriate.The compensation of the Chairman and of the DeputyChairman of the Supervisory Board are determined by theSupervisory Board. Such compensation may be both fixedand proportional.The Supervisory Board may allot exceptional compensationfor special missions or functions assigned to SupervisoryBoard members. Any such compensation is recordedin operating expenses and is subject to approval by theordinary shareholders’ meeting.The Supervisory Board may authorize the reimbursementof travel and other expenses incurred by its members in thebest interest of Rexel.REXEL 2008 | PAGE 109