2008 Registration Document - Rexel

1.3 Organization of the SupervisoryBoard1.3.1 Composition of the Supervisory BoardMembers of the Supervisory BoardDuring the year ended December 31, 2008, the SupervisoryBoard was made up of eleven members appointed for aperiod of five years: Mr. Roberto Quarta (Chairman), Mr.Patrick Sayer (Deputy Chairman), Eurazeo, represented byMr. Marc Frappier (replacing Mr. Gilbert Saada since July 16,2008), Mr. Luis-Marini Portugal, Mr. Djamal Moussaoui, Mr.David Novak, Mr. Guido Padovano, Mr. Joseph L. Rice, Mr.Fritz Fröhlich, Mr. François David and Mr. Joe Adorjan whowas appointed by the May 20, 2008 ordinary shareholders’meeting.Independent members of the Supervisory BoardThe Supervisory Board’s Rules of Procedure provide thedefinition and criteria of independence. Thus, independentmembers of the Supervisory Board must not:− be employees or corporate officers of the Company orthe Group, employees or directors of any shareholderwith sole control or control in concert of the Company,as defined by law, or of any company consolidated by theCompany within the five previous years;− be corporate officers of a company of which the Companyis directly or indirectly a member of the board or in whichthe Company has appointed an employee as such orin which a corporate officer of the Company (currentor former within the last five years) is a member of theboard;− be a customer (or be directly or indirectly associated witha customer), supplier, banker, or investment banker:• material to the Company or the Group, or• for whom the Company or the Group represent asignificant portion of the business activity;− be an immediate family member of a corporate officer ofthe Company or the Group;− have been an auditor of the Company or any of theGroup’s companies for the last five years;− have been a corporate officer of the Company for the lasttwelve years;− receive or have received significant additionalcompensation from the Company or the Group otherthan attendance fees, including participation in anystock option plan or any other performance-basedcompensation plan.As the members of the Supervisory Board directly or indirectlyrepresent the major shareholders of the Company, theymay be considered as being independent if the share holdersdo not control the Company, as defined by article 233-3of the French Commercial Code. However, if a member ofthe Supervisory Board represents a shareholder directlyor indirectly owning more than 10% of the share capitalor voting rights of the Company, the Supervisory Board,upon its referral by the Appointments Committee, shallautomatically investigate the independence of the member,considering the distribution of the Company’s share capitaland the existence of any potential conflict of interest.The status of independent member is discussed by theAppointments Committee which prepares a report on thisissue. Each year, in the light of this report, the SupervisoryBoard reviews the situation of each member of theSupervisory Board with regard to independence criteria.Based on this review for the year ended December 31,2008, three Supervisory board members are independent:Mr. Fritz Fröhlich, Mr. François David and Mr. Joe Adorjan.1.3.2 Information of the Supervisory BoardSupervisory Board members receive the relevantinformation and the necessary documents to carry out theirduties and to prepare the proceedings. Furthermore, theSupervisory Board carries out reviews and controls as itdeems appropriate and can request all documents that itdeems necessary to perform its duties.Moreover, at least once every quarter, the ManagementBoard submits to the Supervisory Board a report on theCompany’s business activity. The Supervisory Board alsoreviews and makes observations on the managementreport prepared by the Management Board.Finally, the Management Board or the Chairman of theManagement Board informs the Supervisory Boardmembers of events or transactions that are significant forthe Company and the Group.1.3.3 Meetings of the Supervisory BoardDuring the 2008 financial year, the Supervisory Board metnine times, upon having been convened, in accordancewith the by-laws and the Rules of Procedure. The averageattendance rate was 88%.During the year ended December 31, 2008, the Boarddecided inter alia on:− establishment of the annual and consolidated financialstatements for the year ended December 31, 2007;− review of the Management Board’s annual report, theDocument de Référence, and the quarterly reports onbusiness activity;− organization of the May 20, 2008 shareholders’ meeting;− review of quarterly and half-yearly accounts as well as therelated financial communication;− review of the work carried out by the Supervisory BoardCommittees;− review of the development of the Hagemeyer acquisition,its integration into the Group and the assets sale andswap transactions entered into with Sonepar;REXEL 2008 | PAGE 271