2008 Registration Document - Rexel

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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
Strategic CommitteeMembersThe Strategic Committee is made up of a maximum of fivemembers, at least two of whom must be independent, whoare appointed by the Supervisory Committee.PowersThe Strategic Committee’s responsibilities are:− review and issue recommendations to the SupervisoryBoard on projects for the strategic plans and annualbudgets of Rexel drawn up by the Management Board. Inthis respect, the Committee may interview ManagementBoard members on the assumptions applied in drawingup the said plans;− review and issue recommendations to the SupervisoryBoard on planned acquisitions or disposals of businessdivisions or assets, and on investments, whenever theenterprise value exceeds the threshold above whichsuch transactions are subject to prior approval by theSupervisory Board;− review and issue recommendations to the SupervisoryBoard on the creation of any business division orsubsidiary, on investments in any business division or onthe acquisition of any equity interest in a country in whichRexel does not operate;− review and issue recommendations to the SupervisoryBoard on any borrowing or assumption of liabilities byRexel in an amount exceeding the threshold above whichsuch transactions are subject to prior approval by theSupervisory Board;− review and issue recommendations to the SupervisoryBoard on all proposed mergers, spin-offs or assettransfers in connection with Rexel;− review and issue recommendations to the SupervisoryBoard on any proposal for the admission to trading onan organized exchange of tradable securities issued byRexel or any of its subsidiaries;− review and issue recommendations to the SupervisoryBoard on any transaction entailing a significant alterationin the scope of the business activities of Rexel and itssubsidiaries;− review the Rexel Group’s financial position, in conjunctionwith the Audit Committee.OperationsThe Strategic Committee meets at least once each 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 Strategic Committee meetings must be suchthat they allow for in-depth review and discussion of thematters 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.10.4 EXECUTIVE COMMITTEERexel’s operational organization is structured around anExecutive Committee.The Executive Committee includes the members ofthe Management Board, CEOs of the Rexel Group’sgeographic areas and the Communication management.The Committee serves as a forum for the consolidationof strategy, initiative coordination and the monitoring ofperformance and Rexel Group-wide projects.As of the registration date of this Document de Référence, theExecutive Committee is comprised of the following persons:Jean-Charles Pauze (Chairman of the Management Board);Pascal Martin (Member of the Management Board); Jean-Dominique Perret (Member of the Management Board);Michel Favre (Group Senior Vice President, Finance, Controland Legal Affairs); Laetitia Olivier (Senior Vice President,Group Communication); Patrick Bérard (CEO France, GroupDelegate Italy, Spain and Portugal); Jeff Hall (CEO Canada);Werner Hardt (CEO Scandinavia and Key Accounts); Henri-Paul Laschkar (CEO United Kingdom); Jérémy de Brabant(CEO Rexel Inc. (USA)); Mitch Williams (CEO, Senior VicePresident Gexpro); Christopher Hartmann (CEO IESC(USA)); Hubert Salmon (CEO Asia-Pacific); and Paul Zekhuis(CEO Central Europe and Scandinavia).The Executive Committee meets at least every two monthsto define the Rexel Group’s strategy, coordinate initiatives(particularly with respect to operations), monitor RexelGroup performance and ensure the implementation ofhorizontal projects for the Rexel Group.REXEL 2008 | PAGE 113
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Leadership and proximityDocument de
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General informationIn this Document
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1. Selected financial dataThe follo
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2. Information about the Rexel Grou
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3. Business description3.1 Professi
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3. Business description− security
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3. Business descriptioni.e., approx
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3. Business descriptionIn each of t
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3. Business description− growing
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3. Business description3.2.2 The Re
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3. Business description3.3.2 Divers
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3. Business descriptionin a profita
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3. Business descriptionthat its cus
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3. Business description3.7 RESEARCH
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4. Risk factors4.1 Risks relating t
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4. Risk factorsthe commercial polic
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4. Risk factors4.3 LEGAL AND REGULA
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4. Risk factorsNon-compliance by th
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5. Corporate responsibility5.1 empl
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5. Social responsibilityHeadcount b
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5. Social responsibilityAware of th
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5. Social responsibilityaccount for
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eality of the market and the low le
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− promotion days at branches or a
Page 63 and 64: 5.3.2.1 Consumption of raw material
Page 65 and 66: Emissions per item on the basis of
Page 67 and 68: 5.4 STATUTORY AUDITOR’S REPORT ON
Page 69 and 70: 6. Operating and financialreview6.1
Page 71 and 72: 6.1.2 SeasonalityNotwithstanding th
Page 73 and 74: 6.2 COMPARISON OF THE FINANCIAL RES
Page 75 and 76: The following table analyzes the ch
Page 77 and 78: In the year 2008, sales increased b
Page 79 and 80: In the year 2008, sales in North Am
Page 81 and 82: to 2007, while sales grew 6.3%. Adj
Page 83 and 84: Pursuant to article 28 of the Commi
Page 85 and 86: Financial investments also included
Page 87 and 88: − Facility C, which was a multi-c
Page 89 and 90: The main characteristics of these p
Page 91 and 92: 7.2.4.1 Operating leasesThe above t
Page 93 and 94: The trends and objectives presented
Page 95 and 96: 9. Profit forecastsor estimates9.1
Page 97 and 98: 9.2 REXEL GROUP FORECASTS FOR 2009G
Page 99 and 100: Rexel is a company with limited lia
Page 101 and 102: Jean-Dominique Perret has been a me
Page 103 and 104: 10.2 SUPERVISORY BOARD10.2.1 Compos
Page 105 and 106: Surname, name,professional addressa
Page 108 and 109: 10. Management and Supervisory Bodi
Page 120 and 121: 11. Compensation of corporate offic
Page 132 and 133: 12. Shareholders12.1 Principal shar
Page 134 and 135: 12. ShareholdersMerrill Lynch Globa
Page 136 and 137: 12. ShareholdersThe total number of
Page 138 and 139: 12. Shareholdersemployees of Rexel
Page 140 and 141: 12. ShareholdersDuring the financia
Page 142 and 143: 12. Shareholdersindebtedness of Rex
Page 144 and 145: 12. ShareholdersThe table below sum
Page 146 and 147: 12. ShareholdersFCE20070042, on beh
Page 148 and 149: 12. Shareholdersleast €150 millio
Page 150 and 151: 13. Related party transactions13.1
Page 152 and 153: 13. Related party transactionsWe ha
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15. Additional informationRexel is
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15. Additional informationAuthoriza
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15. Additional informationDeclarati
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15. Additional informationTransacti
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15. Additional informationEach Mana
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15. Additional information− propo
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15. Additional informationmeeting b
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15. Additional information15.2.8 Sp
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17. Documents availableto the publi
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18. Responsibility forthe Document
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19. Statutory auditors19.1 Principa
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Annex 1Report of the Chairman of th
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Annex 1− authorization of regulat
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Annex 1This contractual indemnity i
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Annex 1− the payment of 50% of th
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Annex 1Additional retirement planA
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Annex 1− authorization to be give
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Annex 12. Implemented internal cont
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Annex 1defined a set of procedures,
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Annex 2Report of the Statutory Audi
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Annex 3Report of the Supervisory Bo
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Annex 4Report of the Management Boa
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Annex 42. Resolutions requiring the
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Annex 4Group, which may be existing
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Annex 4AuthorizationIssuance in con
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Annex 5Having reviewed the report o
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Annex 5II. Resolutions to be submit
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Annex 5of the proper performance of
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Annex 5Board in accordance with the
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Annex 5accordance with the provisio
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Annex 55. Decided that this delegat
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Annex 6DateTitleDecember 11, 2008Re
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Annex 7Regulation (EC) 809/2004 of
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Annex 7Regulation (EC) 809/2004 of
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2008 Registration Document - Rexel

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