At its Shareholders' Meeting of May 15, 2002 Eurazeo became a corporation with an Executive Board and a Supervisory Board.
The Supervisory Board oversees the company's management in compliance with the applicable laws and regulations and the company's articles of incorporation and bylaws. Its distinguished members meet as frequently as the company's interests require.
The Executive Board, which manages Eurazeo, meets at least once a month.
Duties
The Supervisory Board is in charge of overseeing the company’s management.
Throughout the year, it carries out the checks and controls that it considers timely. It is entitled to request and receive all documents required to carry out its mission.
The Chairman of the Supervisory Board receives a monthly report from the Executive Board on the Company's investments, cash position, transactions completed and debt, if any.
Activity in 2008
The Supervisory Board met 7 times in 2008 with an average attendance of more than 86% (82% in 2007).
The Supervisory Board has devoted most of its works to reviewing the annual and half-year accounts, the investment plans and Corporate governance (AFEP-MEDEF recommendations, compensation...) It was also considerably involved in preparing the Shareholders’ Meeting.
At each meeting, the status of the Group’s assets is systematically reviewed. An additional meeting of the Supervisory Board was devoted to the detailed review of investments and to the analysis of the possible impacts of the crisis on these companies.
The AFEP-MEDEF corporate governance code
At its meeting of December 9, 2008, Eurazeo’s Supervisory Board was notified of the AFEP-MEDEF recommendations of October 6, 2008 regarding the compensation of Company Executive Officers of listed companies. The Supervisory Board considers that these recommendations are in line with Eurazeo’s Corporate governance approach, implemented a while back, and noted that most of the AFEP-MEDEF recommendations had already been applied at the end of 2008.
(cf. Report by the Chairman of the Supervisory Board on corporate governance and internal control on p. 83 of the Volume 2 (Legal and financial information)).
Strict ethics
Eurazeo's Internal Rules require that its employees comply with certain rules concerning such things as financial market integrity (for example, no trading in certain situations or the requirement of discretion, the requirement to register their Eurazeo shares, etc.), not accepting gifts worth more than a specified amount and observing confidentiality.
All employees receive a memorandum outlining the legal provisions governing breaches of stock market regulations, and the legal and ethical rules to comply with. Employees are specifically reminded that they shall not get involved in or offer assistance in transactions that can distort the normal operation of the market.
Furthermore, the Executive Board members with corporate functions in Eurazeo’s investments do not receive any Directors’ attendance fees for these functions, as the related directors’ fees are directly paid to Eurazeo. The legal department keeps an up-to-date list of the offices held by these people. In addition to ensuring that officers comply with rules that limit the number of offices they may hold, this oversight also serves to make sure that there is no conflict between their duties as Eurazeo’s Executive Board members and their responsibilities in Eurazeo group companies.
Lastly, the Securities trading code, adopted on December 7, 2004 by the Supervisory Board, was updated by the Supervisory Board on December 9, 2008 by taking the regulatory changes into account. The purpose of this Code is to define trading rules for Eurazeo’s Executive Board members, Supervisory Board members and the non-voting members on Eurazeo’s shares.
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Members of the Supervisory Board |
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| Michel David-Weill (3) |
| Chairman of the Supervisory Board |
| Chairman of the Financial Committee |
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| French nationality |
| Current term expires in : 2014 |
| Date of first appointment : June 27, 1972 |
| Number of shares held: 41,038 |
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| Olivier Merveilleux du Vignaux (*) (2) |
| Partner of MVM Search Belgium |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 321 |
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| Antoine Bernheim (*) |
| Chairman of Assicurazioni Generali SpA |
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| French nationality |
| Current term expires in: 2014 |
| First elected on: June 27, 1972 |
| Number of shares held: 2,819 |
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| Jean-Pierre Rosso (*) |
Chairman of the World Economic Forum,
USA, and Director of companies |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 317 |
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| Noël Dupuy |
Vice-Chairman of Crédit Agricole SA and Chairman
of the Crédit Agricole regional bank of Touraine and Poitou |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : July 18, 2005 |
| Number of shares held : 381 |
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| Marcel Roulet (1) (3) |
| Director of companies |
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| French nationality |
| Current term expires in : 2014 |
| First elected on : April 25,2001 |
| Number of shares held : 504 |
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| Jean Gandois (*) (1) (2)(3) |
| Member of the Board of Directors of Institut Curie and Vigeo |
| Chairman of the Compensation and Appointments Committee |
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| French nationality |
| Current term expires in : 2014 |
| First elected on : December 15, 1997 |
| Number of shares held : 382 |
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| Henri Saint Olive (*) |
Chairman of the Board of
Directors of Banque Sainte-Olive |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 2,205 |
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| Richard Goblet d'Alviella (*) (1) |
| Vice-Chairman, and Director of Sofina SA |
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| Belgian nationality |
| Current term expires in : 2014 |
| First elected on : April 25, 2001. |
| Number of shares held : 388 |
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| Béatrice Stern (*) |
| Vice-Chairwoman of Sotheby’s New York |
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| French nationality |
| Current term expires in : 2014 |
| First elected on : May 14, 2008 |
| Number of shares held : 250 |
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| Jacques Veyrat (*) (3) |
| Chief Operating Officer of Louis Dreyfus SAS |
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| French nationality |
| Current term expires in : 2014 |
| First elected on : May 14, 2008 |
| Number of shares held : 250 |
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| Jean Laurent (1) (3) |
Vice-Chairman of the Supervisory Board
Chairman of the Audit Committee
Director of companies |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 381 |
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| Théodore Zarifi (*) |
Chairman and Chief Executive Officer of Zarifi
Gestion SA and of Romain Boyer SA |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 5,365 |
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| Roland du Luart de Montsaulnin (*) |
Vice-President of the Senate and Chairman
of the Sarthe General Council |
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| French nationality |
| Current term expires in : 2010 |
| First elected on : May 5, 2004 |
| Number of shares held : 1,050 |
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| Bruno Roger (3) |
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Honorary Chairman of the Supervisory Board
Chairman of Lazard Frères (SAS) and Compagnie Financière Lazard Frères (SAS) and Honorary Chairman of the French financial analysts company (Société Française des Analystes Financiers |
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| French nationality |
| Current term expires in: 2010 |
| First elected on : 1969 |
| Chairman of Lazard Frères (SAS). |
| Number of shares held : 122,540 |
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| Georges Ralli |
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| Vice-Chairman and member of Lazard Group LLC (United States) and Chairman of Maison Lazard (SAS) |
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| French nationality |
| Current term expires in: : 2010 |
| First elected on : December 17, 1998 |
| Deputy Chairman de Lazard LLC (Etats-Unis) |
| Executive Deputy Chairman of Lazard Frères (SAS). |
| Number of shares held : 1,923 |
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| Jean-Philippe Thierry |
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| Member of the Executive Board of Allianz SE |
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| French nationality |
| Current term expires in: : 2010 |
| First elected on : May 5, 2004 |
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| Jean-Pierre Richardson (1) |
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| Chairman and Chief Executive Officer of S.A. Joliette Matériel |
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| French nationality |
| Current term expires in : 2014 |
| First elected on : April 25, 2001 |
| Number of shares held : 408 |
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(*) Independent Member.
(1) Member of the Audit Committee.
(2) Member of the Compensation and Appointment Committee.
(3) Member of the Financial Committee.
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The Supervisory Board has formed three specialized standing committees. Although the term of committee membership coincides with the member's term of office on the Supervisory Board, the latter can change the composition of its committees at any time and remove a member from a committee if necessary. The operation and duties of these committees are specified in charters, the basic principles of which are presented below :
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Membership: 4 members including 3 independent members (until the Shareholders’ Meeting of May 14, 2008) then 2 independent members (from May 14, 2008)
| • Chairman: |
Didier Pfeiffer, until the Shareholders’ Meeting of May 14, 2008 (1) |
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Jean Laurent (2), since May 14, 2008 |
| • Members : |
Jean Gandois |
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Richard Goblet d’Alviella |
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Marcel Roulet |
| • Non-voting member : |
Jean-Pierre Richardson |
Main tasks :
• Review of the Company’s annual and semi-annual, parent company and consolidated financial statements.
• Review of the Company’s cash position.
• Review of the Executive Board’s analysis of the Company’s risks.
• Assessment of the relevance and permanence of the accounting rules used by the Company, and review of significant risks and off-balance sheet commitments.
• Statutory Auditors:
- Steering the process of selecting Statutory Auditors of the Company and of companies directly or indirectly held.
- Monitoring their independence, review and approval of their audit scope, their findings and recommendations,
and review of their fees.
• Review of the Supervisory Board Chairman’s report on corporate governance and internal control.
• Review and approval of the internal audit plan, and review of the findings of Internal Audit.
Number of meetings in 2008: 4
Average attendance rate : 95 %
Points dealt with in 2008 :
• Review of the Company’s annual and semi-annual, parent company and consolidated financial statements, including options used within the framework of critical accounting estimates and judgments.
• Review of the Company’s cash position at each meeting.
• Review of the Executive Board’s analysis of the Company’s risks.
• Review of the Supervisory Board Chairman’s draft report.
• Review and approval of the internal audit plan for 2009 (including proposals for complementary assignments) and recommendations reported by Internal Audit.
• Attendance at an information session on the new developments introduced by the IFRS.
• Audition of the Statutory Auditors.
• Review and approval of the amendments to the securities trading code.
(1) Expiry of office of Didier Pfeiffer.
(2) Appointed by the Supervisory Board of March 27, 2008 with effect after the Shareholders’ Meeting of May 14, 2008
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Compensation and Appointment Committee |
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Membership : 3 independent members
| • Chairman : |
Jean Gandois |
| • Members : |
Olivier Merveilleux du Vignaux |
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Richard Goblet d’Alviella (3) |
Main tasks :
• Proposal of the Supervisory Board regarding the compensations of its Chairman, Vice-Chairman and members of the Executive Board, as well as the amount of Directors’ attendance fees.
• Review of grants of options to subscribe to the company’s future shares or purchase existing ones to the members of the Executive Board.
• The committee also makes recommendations on the appointment, reappointment and dismissal of Supervisory Board and Executive Board members.
• Monitoring of recruitments and compensations paid to the Company’s senior executives.
Number of meetings in 2008 : 4
Average attendance rate : 100 %
Points dealt with in 2008 :
• Granting of stock options to Executive Board members and to employees.
• Appointment of Luis Marini-Portugal to the Executive Board.
• Performance conditions for the granting of pension benefits.
• Review of the recommendations of the AFEP-MEDEF corporate governance code.
• Compensation of Executive Board members for 2009.
Membership : 6 members, of whom 2 are independent
| • Chairman : |
Michel David-Weill |
| • Members : |
Jean Gandois |
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Jean Laurent |
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Marcel Roulet |
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Bruno Roger |
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Jacques Veyrat (4) |
Tasks :
• Examining and rendering an opinion on certain investment projects and transactions that are subject to the Supervisory Board’s approval as required by law or the Company’s Bylaws.
Number of meetings in 2008 : 1
Average attendance rate : 80 %
(3) M. Richard Goblet d’Alviella was appointed member of the Compensation and Appointment Committee by the Supervisory Board of March 26, 2009.
(4) Jacques Veyrat was appointed member of the Finance Committee by the Supervisory Board of June 9, 2008.
| Patrick Sayer |
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Chairman of the Executive Board, 51
Current term expires in: 2010
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| Bruno Keller |
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Chief Operating Officer and Executive Board member, 54
Current term expires in: 2010
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| Philippe Audouin |
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Chief Financial Officer and Executive Board member, 52
Current term expires in: 2010
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| Gilbert Saada |
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Director of Investments and Executive Board member, 45
Current term expires in: 2010
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| Virginie MORGON |
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Director of Investments and Executive Board member, 39
Current term expires in: 2010
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| Luis Marini-Portugal |
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Director of Investments and Executive Board member, 39
Current term expires in: 2010
CV
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