COMMITTEES
composition and responsibilities
In December 2002, upon the listing of its shares on the Online
Stock Market and consistent with the Code’s recommendations,
the Company established within the framework of its Board of
Directors an Audit Committee and a Compensation Committee.
The Code’s requirement that the independent Directors
constitute a majority of members of the Audit Committee and the
Compensation Committee was complied with only with respect to the
latter. 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 (except
for the Committee of Independent Directors) is defined in the
Governance Agreements.
Each Committee has its internal operating rules, which were
submitted to the Board of Directors for approval, can hold meetings
trough audio/videoconferencing and relies on the support of the
appropriate corporate department. A Secretary of the Committee must
draw up minutes of each Committee meeting. Each Committee must
provide regular reports to the Board of Directors on the work
performed.
