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On March 29, 2007 the Board co-opted Augustin de Romanet de Beaune, Chairman and Chief Executive Officer of Caisse des Dépôts, in replacement of Francis Mayer. The Ordinary and Extraordinary Shareholders Meeting held on Mvay 10, 2007 ratified the appointment as well as that of Paolo Scaroni, co-opted by the Board on December 12, 2006.
Home / About Veolia / Corporate governance / Board of directors
The Board of Directors
A distinguished, well-informed Board of Directors, a majority of them independent.
The Board of Directors is responsible for setting the company’s strategy and overseeing its implementation. It approves the financial statements, the appointment of the Chairman and the agenda of the Annual Shareholders Meeting. Chaired by Henri Proglio, who is also the company's Chief Executive Officer, the Board met eight times in 2007, with an average attendance of 77,9%.
The Board of Directors
The Board of Directors at March 31, 2008
Jean Azema (1)
Daniel Bouton (1)
Jean-François Dehecq (1)
Augustin de Romanet
de Beaune (1)
Jean-Marc Espalioux (1)
Paul-Louis Girardot (1)
Philippe Kourilsky
Serge Michel
Baudouin Prot (1)
Georges Ralli (1)
Paolo Scaroni (1)
Louis Schweitzer (1)
Murray Stuart (1)
Eleven of the 14 Board members are independent directors. A representative of the Works Council attends meetings and has a consultative voice.
Wide-ranging powers of supervision and control
Chaired by Henri Proglio, the Board of Directors is responsible for setting the company’s strategy and overseeing its implementation. Furthermore, under the company’s articles of association, certain signifi cant decisions are submitted for the committee’s approval. For instance, out of the 11 sessions held in 2007, 4 exceptional sessions were dedicated to acquisition projects and the June 2007 capital increase. The average attendance rate was 77.9%.
Directors can meet senior executives, background files are prepared on topics scheduled to come up for discussion, and the Senior Executive Vice President and General Secretary attend Board meetings. In 2007, the Board was kept fully briefed and informed about the company’s fi nancial situation and cash position by the reports drafted by the Accounts and Audit Committee. It dedicated a session to a review of the company’s main strategic guidelines, which took the form of a presentation and discussion of the long-term plan and included presentations by the heads of the four divisions.
Three specialized committees for better decision-making
The Accounts and Audit Committee
The Accounts and Audit Committee reviews the appropriateness of the accounting methods used and expresses an opinion on the half-yearly and annual consolidated financial statements. It is informed of the means implemented and organization in place for internal audits and control and expresses an opinion on the Statutory Auditors’ work plan and fees. The committee met six times in 2007 with an average attendance rate of 77.8%.
Murray Stuart (Chairman), Jean Azema, Jean-Marc Espalioux and Paul-Louis Girardot
The Nominations and Compensation Committee
The Nominations and Compensation Committee annually assesses the independence of Board members and makes proposals to the Board concerning the remuneration of the Chairman and Chief Executive Officer. In 2007, it proposed the cooptation of Augustin de Romanet de Beaune as a director and carried out a formal assessment of the operation of the Board of Directors. The committee met three times, with a 100% attendance rate.
Serge Michel (Chairman), Daniel Bouton and Louis Schweitzer
The Strategy, Research, Innovation and Sustainable Development Committee
The Strategy, Research, Innovation and Sustainable Development Committee was set up in 2006 and met 10 times in 2007 with a 100% attendance rate. The committee analyzes and assesses the company’s strategy in innovation, technology watch and Research and Development, and identifies areas for improvement. Members: Philippe Kourilsky (Chairman), Jean-Marc Espalioux and Paul-Louis Girardot.
Philippe Kourilsky (Chairman), Jean-Marc Espalioux and Paul-Louis Girardot.
(1) Independent member.