2008 Registration Document - Rexel

During 2008, the Compensation Committee met six timesand reported on its works to the Supervisory Board.The major issues on which it focused and reported tothe Supervisory Board, were primarily (i) proposals oncompensation and allocation of free shares to corporateofficers and executives of the Group, (ii) the review ofcompensation for Supervisory Board members and (iii) thereview of the main terms and conditions of an employeeshareholding plan.The attendance rate at Compensation Committee meetingswas 85%.The Appointments CommitteeThe Appointments Committee was set up on March 1, 2007and, for the year ended December 31, 2008, was madeup of four members, one of whom was an independentmember: Patrick Sayer (Chairman), Roberto Quarta, FritzFröhlich and Guido Padovano.Its duties cover mainly the following areas: (i) provide anopinion on the advisability of appointments, dismissals,redundancies, and renewals of the terms of office of themembers and of the Chairman of the Supervisory Board,of members and of the Chairman of the Audit, Strategicand Remunerations Committees, of members and theChairman of the Management Board and of membersof the Executive Committee, and provide an opinion onthe applications under consideration, in terms of skills,availability, adequacy and complementarity with othermembers of the Supervisory Board, of the ManagementBoard, or of the Executive Committee, (ii) propose the statusof independent member for members of the SupervisoryBoard, (iii) monitor compliance with the independencecriteria, provide an opinion in this respect and advise theChairman of the Supervisory Board on the number ofindependent members and (iv) be able to propose at anytime a successor for the Chairman of the ManagementBoard or of the Supervisory Board, if necessary.During 2008, the Appointments Committee met threetimes and reported on its works to the Supervisory Board.In particular, the Appointments Committee proposed (i)the appointment of two new members to the ExecutiveCommittee, (ii) the appointment of a new independentmember to the Supervisory Board and (iii) the appointmentof a new independent member to the Audit, Compensationand Strategic Committees.The attendance rate at Appointments Committee meetingswas 100%.The Strategic CommitteeThe Strategic Committee was set up on March 1, 2007and, for the financial year ended December 31, 2008, wasmade up of five members, two of whom were independentmembers: Mr. David Novak (Chairman), Mr. Patrick Sayer,Mr. François David, Mr. Djamal Moussaoui and Mr. JoeAdorjan, who was appointed to the Strategic Committee bythe Supervisory Board at its June 5, 2008 meeting.The Committee’s duties are (i) to review and provide anopinion to the Supervisory Board on the Company’sproposed strategic plans and annual budgets preparedby the Management Board; to this effect, the Committeemay hear Management Board members regarding theassumptions used in the preparation of the said plans, (ii) toreview and provide an opinion to the Supervisory Board onthe proposed acquisition or disposal of assets or businesslines, as well as on investment expenses, in each case foran enterprise value exceeding the threshold above whichthese operations are subject to the prior authorization ofthe Supervisory Board, (iii) to review and provide an opinionto the Supervisory Board on the creation of any businessline or subsidiary, investments in any business line or theacquisition of any shareholding, in a country in which theCompany does not operate, (iv) to review and provide anopinion to the Supervisory Board on any of the Company’sproposed loan or liabilities take-over, for an amountexceeding the limit above which these transactions aresubject to the prior authorization of the Supervisory Board,(v) to review and to provide an opinion to the SupervisoryBoard on all proposed mergers, spin-offs or transfer ofassets regarding the Company, (vi) to review and providean opinion to the Supervisory Committee on any proposedadmission for trading of the Company’s (or one of itssubsidiaries’) securities on a regulated market, (vii) to reviewand provide an opinion to the Supervisory Committee onany transaction giving rise to a significant change in thescope of business of the Company and of its subsidiaries,and (viii) to review, jointly with the Audit Committee, theGroup’s financial structure.During 2008, the Strategic Committee met three timesand reported on its works to the Supervisory Board. TheStrategic Committee primarily focused on acquisitionprojects which were then proposed to the SupervisoryBoard.The attendance rate at Strategic Committee meetings was100%.REXEL 2008 | PAGE 273