2008 Registration Document - Rexel

10. Management and Supervisory BodiesThe Committee must report on its activities to theSupervisory Committee on a regular basis, and at leastat the time at which the Management Board adopts thefinancial statements for the year, semester and trimester.The Committee is duly convened only if a quorum consistingof at least half of its members is present. A committeemember may not be represented by proxy.The Committee adopts decisions by a simple majority. Incase of a tie, the Chairman does not cast the tie-breakingvote.Appointments CommitteeMembersThe Appointments Committee is made up of a maximum offour members, at least one of whom is independent.PowersThe Appointments Committee has the following responsibilities:− issue recommendations on the appropriateness ofappointments, dismissals of appointments, dismissals andrenewals of appointments of members and the Chairmanof the Supervisory Board, members and the chairmanof the Audit, Strategic and Compensation Committees,members and the Chairman of the Management Boardand members of the Executive Committee, and toissue recommendations on the candidates considered,in terms of expertise, availability, appropriatenessand complementarity with other Supervisory Board,Management Board or Executive Committee members;− propose independence criteria for members of theSupervisory Board;− verify compliance with independence criteria and issueopinions thereon, as required, and advise the Chairmanof the Supervisory Board on the number of independentmembers;− be in a position at any time to formulate a proposal on apotential successor to the Chairman of the ManagementBoard or of the Supervisory Board;− issue a recommendation, on the Management Board’sproposal, on the acceptance and resignation by Rexelfrom any office as member of the board of directors or anyequivalent body and on the appointment and dismissal ofpermanent representatives of Rexel on the said board ofdirectors or equivalent bodies.OperationsThe Appointments Committee meets at least once eachyear and, in any case, prior to those Supervisory Board orManagement Board meetings during which matters fallingwithin its scope are to be reviewed. The frequency andduration of Appointments Committee meetings must besuch that they allow for in-depth review and discussion ofthe matters falling within the Committee’s scope.The Committee is duly convened only if a quorum consistingof at least half of its members is present. A committeemember may not be represented by proxy.The Committee adopts decisions by a simple majority. Incase of a tie, the Chairman does not cast the tie-breakingvote.Compensation CommitteeMembersThe Compensation Committee is made up of a maximum offive members, at least two of whom must be independent.The Chairman and Deputy Chairman of the SupervisoryBoard may serve on the Compensation Committee butmay not participate in Committee work concerning theirown compensation.PowersThe responsibilities of the Compensation Committee arethe following:− to make all recommendations to the Supervisory Board onthe compensation of Management Board and ExecutiveCommittee members, on the rules for determining thevariable components and any supplemental componentssuch as pension schemes and benefits in kind;− to be informed of planned compensation in the event of thebreach of an employment agreement of a ManagementBoard or Executive Committee member and to render anopinion in this respect to the Chairman of the SupervisoryBoard;− to render an opinion on the stock option and bonus shareaward policy, for all categories of beneficiaries, and moreparticularly for Rexel Management Board and ExecutiveCommittee members; to make recommendations on thefrequency of such awards and the terms and conditionsof award.OperationsThe Compensation Committee meets at least once eachyear and whenever it deems it necessary. It meets prior tothose Supervisory Board meetings during which mattersfalling within its scope are to be reviewed. The frequencyand duration of Compensation Committee meetings mustbe such that they allow for in-depth review and discussionof the matters falling within the Committee’s scope.The Committee is duly convened only if a quorum consistingof at least half of its members is present. A committeemember may not be represented by proxy.The Committee adopts decisions by a simple majority. Incase of a tie, the Chairman does not cast the tie-breakingvote.On an annual basis, pursuant to the exercise of its advisoryfunctions on the setting of compensation for the membersof the Management Board, the Compensation Committeemay hear the members of the Management Board, notablyin order to prepare the performance evaluations of the latterby the Supervisory Committee.PAGE 112 | REXEL 2008