PAREF

Corporate governance

The company's organizational structure is ideally suited to its size, its organization and its business, and it is thus able to apply the corporate administration procedures in force.

Rules and regulations have been put in place for the Supervisory Board, and an Auditing Committee has been set up. An Appointments and Remuneration Committee and an Investment Committee were appointed at the Management Board meeting held on October 27th 2005.

The rules and regulations of the Supervisory Board comprise a Charter for Members of the Board, and set out the basis for members' independence.

Accordingly, independent Board members are defined as having no relationship of any kind, whether direct or indirect, with the Company, its Group or its management, and which may be considered capable of compromising the exercise of their freedom of judgment.

Board members who satisfy the following criteria will be considered to be independent:

  • not an employee or agent of the Company, or an employee or director of a company that it funds, and not having so served in the last five years,
  • not a senior officer of a company in which the Company holds a directorship, whether directly or indirectly, or in which an employee designated as such or a senior officer of the Company (either currently serving or having so served in the last five years) holds a directorship,
  • not a client, supplier, investment banker or major commercial banker of the Company or its Group, or one for whom the Company or its Group represents a significant business interest,
  • no close family ties with a senior officer of the Company,
  • has not been a statutory or contractual auditor of the Company in the last five years,
  • has not been a member of a Board of the Company for more than twelve years at the time of his or her current appointment.

The independent members of the Supervisory Board are: Mr Marc Joseph, Mr Jean-Louis Charon, and the following companies: SL1, L'œil écoute, Madar and M.O.1.

No Board members are elected by employees. However, the Company's articles of association provide for the possibility of a Board member representing share-holding staff and the conditions of appointment of such a member, where the shares held by the staff represent more than 3% of the Company's share capital at the close of the financial year.