CFE - 2006 annual report - Vinci

1.2 Evaluation of the independence of the Directors
Four of the eight members of the Board of Directors can not be classified as independent on December 31:
• Renaud Bentégeat who is the Managing Director of the company
• Christian Labeyrie, Bernard Huvelin and Richard Francioli, who represent the controlling shareholder, VINCI Construction.
According to a decision made at the regular general meeting on March 16, 2004, the independent Directors are: Dirk Boogmans,
Philippe Delaunois, Baron Philippson, and NV DRIE Koningen R.V.O., represented by Chevalier van Outryve d’Ydewalle.
It should be noted that all of CFE’s independent Directors were able to carry out their mission with complete independence in
2006.
1.3 Legal situation of the Directors
None of the Directors of CFE (i) has been found guilty of fraud or any other infraction or public sanction by the regulatory
authorities, (ii) has been associated with a bankruptcy, receivership or liquidation or (iii) has been prevented by a Court from
acting as a member of an administration, management or supervisory board of a public company or from participating in the
management or business decisions of a public company.
1.4 Conflict of interest
To the best of CFE’s knowledge, the Directors do not have any private interest, including family interests, which could place
them in a conflict of interest with the company.
Some Directors hold office in other companies whose activities are, at times, in competition with CFE.
Four of the CFE’s Directors were named at the proposal of the VINCI group, the controlling shareholder in CFE.
CFE makes sure that the procedures provided for in article 523 of the Corporate Code concerning conflicts of interest within
the Board of Directors and in article 524 of the Corporate Code concerning “intra-group” transactions are respected.
During financial year 2006, article 524 of the Corporate Code was applied in connection with the capital increase. A commit-
tee of independent Directors, made up of Dirk Boogmans, Philippe Delaunois and NV Drie Koningen R.V.O., represented by
Chevalier van Outryve of Ydewalle, was charged by the Board of Directors on September 13, 2006, to evaluate the compliance
with market practices of the amount of the discount associated with the subscription price.
C F E F I N A N C I A L R E P O R T 2 0 0 6 I 1 2 6 t h c o r p o r a t e f i n a n c i a l y e a r
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