COMMITTEES

In December 2002, upon the listing of its shares on the Online Stock Market, the Company established an Audit Committee and a Compensation Committee within the framework of its Board of Directors. A Strategy Committee followed in May 2003. The Governance Agreements call for the continued use of these Committees, specifying that each Committee must have four members, two appointed by EDF/WGRM and two appointed by Delmi.



The Code’s requirement that the independent Directors constitute a majority of members of Committees of the Board of Directors was complied with only with respect to the Compensation Committee. This decision is consistent with the provisions of the Governance Agreements that apply to the designation of members of the Committees of the Board of Directors.

A broad outline of the powers attributed to each Committee is defined in the Governance Agreements. They were later specified and formally established by the Board of Directors at meetings held on May 13, 2008 and July 25, 2008, making them consistent with the Code’s guidelines.

All Committees serve merely as a source of recommendations and assist the Board of Directors to study subjects that fall within their area of expertise.

Each Committee developed its internal operating rules. These rules were later submitted to the Board of Directors for approval.

Committees may adopt resolutions only with an absolute majority of the votes cast by its members (i.e., at least three of its members). Each Committee relies on the support of the appropriate corporate department for the purpose of organizing its meetings. A Secretary of the Committee must draw up minutes of each Committee meeting.

Committee members are entitled to have access to any information and corporate department that they may need to perform their duties and, if appropriate, may retain external consultants.

Even though the Board of Directors did not approve a specific budget for each Committee, the Committees must have access on each occasion to the financial resources needed to discharge their duties.

Each Committee must provide regular reports to the Board of Directors on the work they are performing.
The table below shows the compensation payable to Committee members, as approved by the Board of Directors on July 25, 2008, in addition to the attendance fee awarded by the Shareholders’ Meeting on April 2, 2008.