2008 Registration Document - Rexel

Management Board members are appointed for a term offour years by the Supervisory Board, which is responsiblefor filling any vacancies, in accordance with the law.Management Board members may be re-elected.No member of the Management Board may be over the ageof 65. A Management Board member is deemed to haveresigned automatically at the end of the last meeting of theSupervisory Board in the financial year during which he/shereaches this age.Any member of the Management Board may be linked toRexel by an employment agreement, which will remaineffective throughout his/her term of office and after theexpiration thereof.Dismissal (article 14 of the by-laws)Any member of the Management Board may be dismissedby a shareholders’ meeting or by the Supervisory Board.If such dismissal is without due cause, it may result in thepayment of damages.Dismissal of a Management Board member shall not resultin termination of any employment agreement between suchmember and Rexel or one of its subsidiaries.Chairman of the Management Board –General management (article 15 of the by-laws)The Supervisory Board appoints a member of theManagement Board to serve as Chairman.The Chairman serves in this capacity throughout his term ofoffice as Management Board member.The Chairman of the Management Board represents Rexelin its relationships with third parties.The Supervisory Board may grant the same powersof representation to one or more Management Boardmembers, who then have the title of managing directors(directeurs généraux).The Supervisory Board may dismiss the Chairman andcancel any powers of representation granted to anyManagement Board member.Powers and responsibilities of the ManagementBoard (article 16 of the by-laws)The Management Board is vested with the most extensivepowers to act in all circumstances on behalf of Rexel, withinthe scope of the corporate purpose and subject to thosepowers expressly assigned by law and by the by-laws toshareholders’ meetings and to the Supervisory Board.In its relationships with third parties, Rexel is responsiblefor all actions of the Management Board, including thosethat do not fall within the corporate purpose, unless it candemonstrate that the third party was aware that the actionwent beyond the scope of such purpose or that it couldnot be unaware of this under the circumstances, it beingspecified that publication of the by-laws does not in itselfconstitute such proof.Management Board members may, with the SupervisoryBoard’s authorization, divide management responsibilitiesamong themselves. However, such allocation shall not inany even deprive the Management Board of its status asa collegiate body that is responsible for the managementof Rexel.The Management Board may assign to one or more of itsmembers or to any person who is not a member specialmissions, on a permanent or temporary basis, to achieveone or more specified goals, with or without the abilityfurther to delegate such powers as it deems appropriate.The Management Board submits to the Supervisory Boarda report summarizing the main actions or events that haveoccurred concerning the management of Rexel at leastonce each quarter. The Supervisory Board may at any timerequest that the Management Board submit a report on itsmanagement and on ongoing operations. This report may,at the Supervisory Board’s request, be supplemented by aninterim financial position of Rexel.Within three months as from the end of each financialyear, the Management Board approves and submits tothe Supervisory Board, for purposes of verification andcontrol, the year-end financial statements and, if any, theconsolidated financial statements together with the reportsubmitted to the annual shareholders’ meeting. It proposesthe allocation of income from the previous financial year tothe Supervisory Board.The Management Board reviews the half-yearly financialstatements and submits them to the Supervisory Board.The Management Board convenes shareholders’ meetings,sets the agenda of the meetings and carries out theshareholders’ decisions.Management Board members are liable to Rexel or to thirdparties, for violations of the provisions of the legal provisionsgoverning sociétés anonymes, for violations of the by-laws,or for negligence in their management, under the conditionsand subject to the penalties provided by law.Deliberations of the Management Board(article 17 of the by-laws)The Management Board’s meetings are convened by itsChairman, whenever the best interests of Rexel so require,at the registered office or at any other location specified inthe meeting notice. The agenda may be set at the time ofthe meeting if all members are present. Notices of meetingmay be given in any way, including verbally.The meetings are chaired by the Chairman of theManagement Board or, in his absence, by a memberselected by the Management Board at the beginning ofthe meeting. The Management Board appoints a secretarywho is not required to be a Board member.In order for resolutions to be valid, there must be a quorum ofat least half of Management Board members in attendance.Resolutions are adopted by a simple majority ofManagement Board members present and represented.REXEL 2008 | PAGE 247