2008 Registration Document - Rexel

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10. Management and Supervisory Bodies10.8.3 Independent membersof the Supervisory BoardThe Supervisory Board Rules of Procedure specify thedefinition and criteria of independence (see paragraph10.2.2 of this Document de Référence).Thus, the status of independent member is discussed,on a yearly basis, by the Appointments Committee whichprepares a report on this issue. Each year, in the light ofthis report, the Supervisory Board reviews the situationof each member of the Supervisory Board with regardto independence criteria. It results from this review that,during the financial year ended December 31, 2008, threemembers of the Supervisory Board are independent:François David, Fritz Fröhlich and Joe Adorjan.In addition, the Rules of Procedure of the Supervisory BoardCommittees provide that such committees must includeindependent members of the Supervisory Board. Thus, theAudit Committee comprises two independent membersof the Supervisory Board (Fritz Fröhlich and Joe Adorjan).The Appointments Committee comprises one independentmember (Fritz Fröhlich). The Compensation Committeecomprises two independent members (François Davidand Joe Adorjan). The Strategic Committee comprises twoindependent members (François David and Joe Adorjan).10.8.4 Self-assessmentof the Supervisory BoardIn accordance with its Rules of Procedure, Rexel’sSupervisory Board evaluates its organization and operationbased on a questionnaire addressed to its members.The responses to this questionnaire are presented on ananonymous basis and debated during meetings of theSupervisory Board.In 2008, the findings of this assessment show, on theone hand, that the members of the Supervisory Boardare globally satisfied with the organization and the workof the Supervisory Board as well as with the informationthat is communicated to them and, on the other hand, inorder to allow a continuous improvement of the work ofthe Supervisory Board, certain suggestions in order toimprove some of the work processes of the specializedcommittees.10.8.5 Internal controlAs a société par actions simplifiée, Rexel was not requiredto publish a report on internal control for the year endedDecember 31, 2006.The report of the Chairman of the Supervisory Board, drawnup in accordance with the provisions of article L.225-37 ofthe French Commercial Code, for the financial year endedDecember 31, 2007, as well as the report of the statutoryauditors on this report from the Chairman, are attached tothe Document de Référence filed with the AMF on April 30,2008 under number R.08-046.For the year ended December 31, 2008, the Chairman ofthe Supervisory Board of Rexel, acting in accordance withthe provisions of article L.225-37 of the French CommercialCode, has drawn up a report on corporate governance andon internal control procedures and the statutory auditorshave drawn up a report on this report from the Chairman,in accordance with the provisions of article L.225-235 ofthe French Commercial Code. These reports are set out inAnnex 1 and Annex 2 of this Document de Référence.Furthermore, the Rexel Group has implemented a riskmanagement process based on the approach defined bythe Committee of Sponsoring Organizations of the TreadwayCommission (COSO). The purpose of this process is toidentify potential risks, to define and implement measures tolimit such risks and to promote a risk control environment.10.8.6 Market ethics charterOn April 4, 2007, Rexel adopted a market ethics charter theobjective of which is to specify the applicable regulationsin respect of share transactions by permanent and/oroccasional insiders and interested persons, including inparticular corporate officers and employees of the RexelGroup who have constant or occasional access to insideinformation as well as outsiders to the Rexel Group whocan, in the context of their role or position, have access toinside information in relation to Rexel or the Rexel Group.The market ethics charter provides for the creation of theposition of a market ethics manager within the Rexel Group.The market ethics manager oversees compliance withthe market ethics charter, in particular by informing thosepersons concerned of the periods during which they mustabstain from transactions involving Rexel’s shares, informingthe Management Board and the Supervisory Board of anyfinding of violations of the applicable regulations within theRexel Group, or by establishing and updating a list, to beprovided upon request to the AMF, of persons consideredto be insiders, and informing such persons of their inclusionin such list.The market ethics charter mentions the applicableobligations with respect to the holding, disclosure and useof inside information as well as the applicable sanctions inthe event of a violation of such obligations. The market ethicscharter thus specifies the confidentiality and abstentionobligations or the obligation to hold shares in registeredform that applies to permanent or occasional insiders andinterested persons. The market ethics charter also lays outthe definition of inside information as well as the applicablerules in the case of, for example, an offence and breachby an insider, or a market manipulation. It also provides forperiods of abstention linked, in particular, to the publicationof Rexel’s financial accounts.PAGE 116 | REXEL 2008
11. Compensationof corporate officers11.1 Compensation and benefits in kind . . . . . . . . . . . . . . . . . . . . . . 11811.1.1 Compensation and benefits in kind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11811.1.2 Compensation. indemnities or benefits due or that may become dueas a result of the assumption. termination or change in the functionsof corporate officers ......................................................12411.1.3 Other benefits ...........................................................12811.2 Pension. retirement or similar benefits ................. 128REXEL 2008 | PAGE 117
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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
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5.3.2.1 Consumption of raw material
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Emissions per item on the basis of
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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
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Page 108 and 109: 10. Management and Supervisory Bodi
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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
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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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