2008 Registration Document - Rexel

The Chairman of the Supervisory Board convenes meetingsof the Supervisory Board and oversees its deliberations.In the absence of the Chairman, the Deputy Chairmanserves as Chairman and enjoys the same prerogatives.The Supervisory Board also appoints a secretary who isnot required to be a Supervisory Board member and whoserves as an officer of the Board, alongside the Chairmanand Deputy Chairman.Failing this, the Supervisory Board appoints one of itsmembers to chair the meeting.The Chairman, Deputy Chairman and Secretary may be reelected.Deliberations of the Supervisory Board(article 22 of the by-laws)The Supervisory Board meets whenever the best interestsof Rexel so require, and at least once every quarter, atmeetings convened by its Chairman or Deputy Chairman.Unless otherwise agreed by all members of the SupervisoryBoard, meeting notices must be given in writing, includingby fax or e-mail, at least three (3) days before the date ofthe meeting, together with the agenda of the meeting andall documents that have been prepared for submission tothe Supervisory Board. However, when all SupervisoryBoard members are present or represented at a meeting(including if they are participating or represented during atelephone or videoconference), the meeting may be heldwithout prior notice and without observing such three (3)day notice period.Meetings are held at the registered office or at any otherplace specified in the notice of meeting.However, the Chairman of the Supervisory Board is requiredto convene a meeting of the Supervisory Board to be held nolater than fifteen days after the date of receipt of a detailedrequest from at least one member of the ManagementBoard or at least two Supervisory Board members. If suchrequest is not followed by action, the persons requestingthe meeting may convene the meeting on their own andset the agenda of the meeting. Other than in this case,the agenda is determined by the Chairman and must bementioned in the meeting notice.The Supervisory Board is duly convened only if a quorumconsisting of at least half of its members is in attendance.Decisions are approved by a majority of votes of themembers present or represented; each Supervisory Boardmember has one vote and may not represent more thanone of his colleagues.In accordance with the applicable regulations, theSupervisory Board will draw up Rules of Procedure definingthe methods of participating and voting at SupervisoryBoard meetings held by videoconference or any otherforms of telecommunication.Provided that the Supervisory Board Rules of Procedure soallow, Supervisory Board members who attend SupervisoryBoard meetings by videoconference or any other formsof telecommunication shall be deemed to be presentfor purposes of calculating the quorum and majority, inaccordance with the Rules of Procedure.In the event of a tie, the Chairman of the meeting shall havea casting vote, if and only if the Supervisory Board consistsof an even number of Supervisory Board members in officeand only during meetings chaired by the Chairman of theSupervisory Board.An attendance register is maintained and signed bythe Supervisory Board members who attended theSupervisory Board meeting; it must show the name of anySupervisory Board Members who attended the meeting byvideoconference or any other forms of telecommunication.The deliberations of the Supervisory Board are recorded inminutes, which are drawn up in accordance with applicablelaw and signed by the Chairman of the meeting and by at leastone Supervisory Board member or, in the event the Chairmanis unavailable, by two Supervisory Board members.Copies or excerpts of these minutes are certified by theChairman of Supervisory Board, the Deputy Chairman, aBoard member or an authorized representative.Powers of the Supervisory Board(article 23 of the by-laws)The Supervisory Board exercises ongoing control over theManagement Board’s management of Rexel. It carries outsuch verifications and controls as it deems appropriate andreceives all documents that it deems necessary for theperformance of its duties.Under no circumstances may such supervision lead to theperformance of management actions directly or indirectlyby the Supervisory Board of Rexel or by its members, orunder conditions that make it impossible for ManagementBoard members to carry out their management of Rexel.In accordance with legal requirements, the SupervisoryBoard gives the Management Board prior authorization togrant sureties, endorsements and other guarantees, to sellreal property, to dispose of equity interests, in whole or inpart, and to grant security interests.The following decisions are subject to prior authorization bythe Supervisory Board:− adoption of the annual budget;− adoption of the strategic plan;− appointment and dismissal or redundancy of ExecutiveCommittee members and determination of theircompensation (including benefits in kind and specialpension arrangements);− proposed resolutions to be submitted to the shareholders’meeting in relation to any distribution of dividends orreserves to the shareholders;REXEL 2008 | PAGE 249