Objectives and duties

The principal objectives of this Committee are to:

• Recommend to the Board of Directors the persons that are qualified to be appointed as Directors, Chairman or Chief Executive Officer;
• Prepare the Company’s corporate governance rules and supervise their implementation; and
• Examine any questions referred to it by the Board or the Chairman of the Board, in particular questions related to ethics.

It performs the following specific tasks:

• Presents recommendations to the Board for its membership and the membership of its committees;
• Proposes annually to the Board the list of directors who may be considered as “independent directors” of the Company;
• Assists the Board in the selection and evaluation of the Chairman of the Board and the Chief Executive Officer and examines the preparation of their possible successors, in cooperation with the Compensation Committee;
• Prepares a list of individuals who might be considered for election as Directors and those who might be named to serve on Board committees;
• Proposes methods for the Board to evaluate its performance;
• Proposes the procedure for allocating directors’ fees; and
• Develops and recommends to the Board the corporate governance principles applicable to the Company.

Nominating & Governance Committee membership and practices

The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors. The Committee appoints its Chairman as well as a secretary, who is a senior executive of the Company.
The Committee meets at least twice a year. The Committee may invite the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations.

The Committee reports on its activities to the Board of Directors.
In 2007, the Committee’s members were Bertrand Collomb, Thierry Desmarest, Michel Pébereau and Serge Tchuruk, each, with the exception of the Chairman of the Board, an independent Director. Thierry Desmarest chairs the Committee.