2008 Registration Document - Rexel

10. Management and Supervisory Bodies10.5 STATEMENTS CONCERNING THE MANAGEMENT BOARDAND SUPERVISORY BOARDTo Rexel’s knowledge:− there are no family ties among members of theManagement Board and Supervisory Board of Rexel;− no member of the Management Board or SupervisoryBoard of Rexel has been convicted of fraud within thelast five years;− no member of the Management Board or SupervisoryBoard of Rexel has been associated with any “bankruptcy”,receivership or liquidation within the last five years,subject to Joseph L. Rice, III who was a director of SirvaCorporation which filed for bankruptcy in 2008;− no member of the Management Board or SupervisoryBoard of Rexel has been the subject of any official publicincrimination or sanctions by statutory or regulatoryauthorities within the last five years; and− no member of the Management Board or SupervisoryBoard of Rexel has been disqualified by a court fromacting as a member of an administrative, management orsupervisory body of any issuer or from participating in themanagement or conduct of the business of any issuerwithin the last five years.10.6 CONFLICTS OF INTERESTDavid Novak and Luis Marini-Portugal are members ofthe Management Board of Ray Investment, the mainshareholder of Rexel.Patrick Sayer, Luis Marini-Portugal and Marc Frappier arecorporate officers of Eurazeo, an indirect shareholder ofRexel S.A.Guido Padovano is Managing Director and Matthew Turneris Managing Director and Head of International of MerrillLynch Global Private Equity, an indirect shareholder ofRexel.David Novak, Roberto Quarta and Joseph L. Rice, III holdvarious offices within Clayton Dubilier & Rice, an indirectshareholder of Rexel.On April, 4, 2007, Ray Investment and its shareholdersentered into an agreement with Rexel in order to structuretheir relationships in the event of sales of Rexel’s shares byRay Investment or its shareholders.To the knowledge of Rexel, Patrick Sayer, Luis-MariniPortugal, Marc Frappier, Guido Padovano, David Novak,Roberto Quarta and Joseph L. Rice, III are not in a situationof conflict of interest with respect to the performance oftheir corporate duties within Rexel.As of the registration date of this Document de Référenceand to Rexel’s knowledge, there exists no other situation thatcould give rise to a conflict between the private interests ofmembers of the Management Board or Supervisory Boardand Rexel’s interests.For information regarding the appointment of membersof the Supervisory Board, see paragraph 10.2 of thisDocument de Référence.10.7 SERVICE AGREEMENTS BETWEEN MANAGEMENT BOARD AND SUPERVISORYBOARD MEMBERS AND REXEL OR ONE OF ITS SUBSIDIARIESThere are no service agreements between Management Board and Supervisory Board members and Rexel or one of itssubsidiaries and that award any benefits.PAGE 114 | REXEL 2008