2008 Registration Document - Rexel

15. Additional informationEach Management Board member may represent oneother Management Board member at each ManagementBoard meeting. In the event of a tie, the Chairman of themeeting has a casting vote.Deliberations are recorded in minutes that are entered ina special register and are signed by the Chairman of themeeting.The Management Board members may draw up Rules ofProcedure to govern all issues in relation to the operationsof the Management Board that are not covered by theby-laws. These Management Board Rules of Proceduremay, in particular, set out the conditions for participatingand voting in Management Board meetings held byvideoconferencing or other means of telecommunication.In this case, Management Board members who participatein Management Board meetings by videoconferencing orany other form of telecommunications shall be consideredto be present for purposes of calculating the quorum andmajority, in accordance with the Rules of Procedure.Compensation of Management Board members(article 18 of the by-laws)The Supervisory Board determines the method and amountof compensation paid to each Management Board member.Such remuneration may be fixed or proportionate, or bothfixed and proportionate.15.2.2.2 Supervisory Board(articles 19 to 25 of the by-laws)Members (article 19 of the by-laws)The Supervisory Board is made up of a minimum of fivemembers and a maximum of fifteen members, subject to theexceptions provided for by law in the event of a merger.During the company’s lifetime, Supervisory Board membersare appointed or reappointed by the ordinary shareholders’meeting.They are appointed for a term of five years.The term of office of a Supervisory Board member expiresat the end of the ordinary shareholders’ meeting convenedto approve the financial statements for the previous financialyear and held during the year in which the term of office ofsuch member expires.Supervisory Board members may be re-elected.They may be dismissed at any time by the ordinaryshareholders’ meeting.No individual exceeding the age of 70 may be appointedas member of the Supervisory Board if such appointmentraises the number of Supervisory Board members who areover this age to more than one-third.Supervisory Board members may be individuals orlegal entities. Any legal entities must, at the time of theirappointment, appoint a Permanent Representative who issubject to the same conditions and obligations and whoincurs the same liability as if he/she were a SupervisoryBoard member in his/her own name, without prejudiceto the joint and several liability of the legal entity he/sherepresents. This office of Permanent Representative isconcurrent with the term of office of the legal entity thathe/she represents. It must be renewed each time the termof office of the legal entity comes up for renewal.Should the legal entity dismiss its representative, it mustnotify Rexel thereof without delay, by registered mail, andof the identity of its new Permanent Representative. Thesame shall also apply in the event of the death, resignationor disability of the Permanent Representative.Should one or more seats on the Supervisory Board becomevacant between two shareholders’ meetings, as a resultof the death or resignation of members, the SupervisoryBoard may co-opt one or more persons to serve as interimmembers.Any co-opted Supervisory Board members appointed bythe Supervisory Board are subject to ratification by theshareholders at the next ordinary shareholders’ meeting.If the appointment of co-opted members is not ratified, theresolutions adopted and actions carried out previously shallbe nonetheless valid.Should the number of Supervisory Board members fall to lessthan three, the Management Board shall immediately convenean ordinary shareholders’ meeting to bring the number ofSupervisory Board members up to the required minimum.A Supervisory Board member who is appointed to replaceanother Board member shall remain in office only for theremainder of his predecessor’s term.No person may be appointed as member of the SupervisoryBoard unless he complies with the rules on combiningoffices, conflicts of interests or disqualification or prohibitionsas provided by law.The number of Supervisory Board members who are linkedto Rexel by an employment agreement may not exceed onethird of the Supervisory Board members in office.Shares held by Supervisory Board members(article 20 of the by-laws)Supervisory Board members shall each own at least1 share in Rexel.If, as of the date of their appointment, the SupervisoryBoard members do not own one share or if, during theirterm of office, they cease to own such shares, they shall bedeemed to have resigned automatically unless they haveremedied this situation within three months.Officers of the Supervisory Board(article 21 of the by-laws)The Supervisory Board shall elect from among its memberswho are individuals a Chairman and a Deputy Chairmanwho shall serve in this capacity for the duration of theirterm of office as Supervisory Board member, unless theSupervisory Board decides to appoint a new Chairman orDeputy Chairman.PAGE 248 | REXEL 2008