2008 Registration Document - Rexel

The Appointments Committee is made up of the followingpersons:− Patrick Sayer (chairman);− Roberto Quarta;− Guido Padovano; and− Fritz Fröhlich.The Compensation Committee is made up of the followingpersons:− Guido Padovano (chairman);− Luis Marini-Portugal;− Roberto Quarta;− François David; and− Joe Adorjan.The Strategic Committee is made up of the followingpersons:− David Novak (chairman);− Patrick Sayer;− François David;− Matthew Turner; and− Joe Adorjan.Each of the Supervisory Board’s special committees hasdrawn up Rules of Procedure that have been approved bythe Supervisory Board and set out the applicable provisionsof the Supervisory Board Rules of Procedure. The mainprovisions of each committee’s Rules of Procedure arereproduced or summarized below.10.3.2 Operation of the SupervisoryBoard CommitteesAudit CommitteeMembersThe Audit Committee is made up of a maximum of fivemembers, at least one of whom must be independent,who are appointed by the Supervisory Committee for theirexpertise in accounting and finance.The Chairman of the Supervisory Board shall not be amember of the Audit Committee.PowersThe Audit Committee assists the Supervisory Board inascertaining the accuracy and faithfulness of the parentcompany and consolidated financial statements of Rexeland the quality of the information provided. Its mission, asassigned by the Supervisory Board when preparing theparent company and consolidated financial statements,which are drawn up annually, half-yearly and quarterly inaccordance with applicable regulations, and when preparingany deliberations with respect to the financial statements ofRexel, is to make recommendations and submit proposalsto the Supervisory Board in all areas listed below:− review and control of the financial statements, for theultimate purpose of assisting the Management Boardin reviewing and approving the year-end and interimaccounts;• knowledge of the scope of consolidation, accountingmethods and auditing procedures;• review of the quarterly, half-yearly and annual financialstatements, and in particular analysis of provisions andof material risks and off-balance sheet liabilities;• knowledge of accounting positions taken in recognizingmaterial transactions;• submission of recommendations to the SupervisoryBoard on all proposed adoption of material changes inaccounting methods;• review of the Rexel Group’s financial position;− control of the statutory auditors’ mission:• oversight of the selection procedure applicable to thestatutory auditors;• submission of recommendations to the SupervisoryBoard on the Management Board’s proposals to replaceand reappoint statutory auditors to the shareholders’meeting;• knowledge of the amount of fees paid to the statutoryauditors and recommendation thereon to theManagement Board;• ascertaining that the statutory auditors comply with therules governing their independence;− oversight of internal audit procedures:• submission of recommendations on the missionand organization of the Rexel Group’s internal auditdepartment and its action plan;• review of work carried out by Internal Audit, followed bya report to the Supervisory Board.In addition to the aforesaid responsibilities, the dutiesdescribed below also fall within the scope of the AuditCommittee:− review of the procedures for preparing informationprovided to shareholders and to the market;− review of the organization and application of internalcontrol procedures within the Rexel Group;− providing assistance to the Strategic Committee inreviewing the Rexel Group’s financial position.OperationsThe Audit Committee meets at least four times per yearand whenever it deems it necessary. It meets prior to thoseSupervisory Board meetings during which matters fallingwithin its scope are to be reviewed. The frequency andduration of Audit Committee meetings must be such thatthey allow for in-depth review and discussion of the mattersfalling within the Committee’s scope.REXEL 2008 | PAGE 111