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Corporate governance

 
Status

EXECUTIVE BOARD


Our Executive Board presently consists of 4 members:

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Jean-Charles Decaux
Chairman of the Executive Board and Co-Chief Executive Officer
Age: 43
Date of First Appointment : October 9, 2000

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Jean-François Decaux
Co-Chief Executive Officer
Age: 53
Date of First Appointment : October 9, 2000

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Laurence Debroux
Chief Financial and Administrative Officer / Member of the Executive Board
Age: 43
Date of First Appointment : January 1, 2011


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Jeremy Male
Managing Director for Northern and Central Europe / Member of the Executive Board
Age: 55
Date of First Appointment : October 9, 2000

The responsibilities of members of the Executive Board will end at the close of the annual General Meeting of Shareholders that will take place in 2009 and to approve the financial statements for the fiscal year ending December 31, 2008.

Jean-Charles Decaux and Jean-François Decaux both use the title of Co-Chief Executive Officer of JCDecaux for business and public relations purposes, and both have the same authority to represent the company JCDecaux SA in dealing with third parties.
REMUNERATION
SUPERVISORY BOARD

The Supervisory Board presently consists of 5 members, 3 of them are independent members:

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Jean-Claude Decaux
Chairman of the Supervisory Board
Age: 74
Date of First Appointment : October 9, 2000

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Jean-Pierre Decaux
Vice-Chairman of the Supervisory Board
Age: 67
Date of First Appointment : October 9, 2000

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Monique Cohen
Member of the Supervisory Board
Age: 55
Date of First Appointment : May 11, 2011

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Pierre MUTZ
Member of the Supervisory Board
Age : 69
Date of First Appointment : May 13, 2009

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Pierre-Alain Pariente
Member of the Supervisory Board
Age: 75
Date of First Appointment : October 9, 2000

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Xavier de Sarrau
Member of the Supervisory Board
Age: 61
Date of First Appointment : May 14, 2003

The term of office of the members of the Supervisory Board has been renewed for a 3 year period by the annual General Meeting held on of May 13, 2009 approving the financial statements for the year ended December 31, 2008.

The guidelines governing the operation and organization of the Supervisory Board and its Committees are set forth in the Charter of the Supervisory Board, which in particular describe the terms and conditions surrounding the compensation of its members as well as the powers, tasks and obligations of the Supervisory Board and its Committees.

The Supervisory Board supervises the management of the Company by the Executive Management Board.

The Supervisory Board members may be appointed for a maximum term of four years.

The main tasks of the Supervisory Board are as follows:

  • Carry out any verifications and supervision as it deems fit and request any documents which it deems useful to perform its tasks at any time during the year;
  • Identify the independant members of the Board;
  • Supervise and ensure the legality of the Executive Management Board's decisions and that the shareholders are treated equally;
  • Supervise the procedures implemented by the Company and its statutory auditors to ensure the legality and accurateness of the annual and consolidated financial statements;
  • Be informed of the strategic decisions (budget, significant external growth transactions ...), the financial situation, the treasury position, and any obligations undertaken by the Company in the framework of the publicly announced strategy of the Group, and in particular with respect to any external growth acquisition or sale, any organic growth through material investments or external restructuring transactions.
  • Give its prior approval to any significant transaction which is outside the scope of the publicly announced Group strategy.

COMMITTEES OF THE SUPERVISORY BOARD

The Audit Committee

Xavier de Sarrau, Chairman

Pierre MUTZ, Member
Independent member of the Supervisory Board

Monique Cohen, Member
Independent member of the Supervisory Board

The main tasks of the Audit Committee are as follows :

  • Review the accounts and the continuity and relevance of accounting methods and principles used to prepare annual and consolidated financial statements or make any recommandation to change such methods and principles, and ensure the consistent application of such methods and principles or the validity of any proposed changes;
  • Supervise the financial information process;
  • Monitor the efficency of internal control measures and risk management systems
  • Monitor the independance of Statutory Auditors
  • Manage the process for selecting the Statutory Auditors and in general to ensure compliance with the rules guaranteeing their independance.

The Compensation and Nominating Committee

The Compensation and Nominating Committee presently has two members:

Jean-Claude Decaux, Chairman
Pierre Mutz, Membre
Pierre Mutz étant membre indépendant du Conseil de Surveillance

Both independent members of the Supervisory Board

They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.

The Committee’s responsibilities consist principally of the following:

  • regarding compensation, make recommendations to the Supervisory Board, among other things, about:
    • the amounts and criteria for awarding directors’ fees to members of members of the Board;
    • compensation of any kind for members of the Executive Board;
    • the general policy for granting options.
  • regarding nominations, it must make recommendations to the Supervisory Board relating to:
    • membership of the Supervisory Board, taking into consideration, among other things, the composition and changes in our Company’s shareholder structure and the existence of potential conflicts of interest.
    • appointment of members to the Executive Board;

STATUTORY AUDITORS

Principal Statutory Auditors

Ernst & Young et Autres
41, rue Ybry
92200 Neuilly-sur-Seine
represented by M. Pierre Jouanne,

Appointed on June 20, 2000, the engagement of which, renewed by the General Meeting of Shareholders of 10 May 2006, will expire at the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending December 31, 2011.

KPMG SA
1 Cours Valmy
92923 PARIS LA DEFENSE CEDEX
represented by Mr. Frédéric Quélin

Appointed on May 10, 2006, the engagement of which, renewed by the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending December 31, 2011.


Alternate Statutory Auditors

AUDITEX
11, allée de l'Arche - Faubourg de l'Arche
92400 Courbevoie

Appointed on May 10, 2006,the engagement of which, renewed by the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending December 31, 2011.

SCP Jean-Claude ANDRE & Autres
Les Hauts de Villiers - 2bis, rue de Villiers
92300 LEVALLOIS-PERRET

Appointed on May 10, 2006, the engagement of which, renewed by the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending December 31, 2011.