C. Specialised committees

Two specialised committees have been set up:

• The Audit Committee met on three occasions in 2009.
  In March 2009, it examined the corporate and consolidated accounts as at 31 December 2008, the rules for valuation, the Group organisation chart, litigation in progress, the consolidation process and the list of identified risks. The members of the Audit Committee have, as a result of their track records, the necessary skills, both individually and collectively, to guarantee that the Committee operates effectively.
  In August 2009, it examined the corporate and consolidated accounts as at 30 June 2009, and noted the independence of the Statutory Auditor and the proper workings of the monitoring and control procedures in place.
  It analysed the honouring of banking commitments. In December 2009, it approved the development of a more structured formalisation of the Group’s internal controls as proposed by the Management Committee.
  
• The Appointments & Remuneration Committee met on three occasions during the past financial year. It monitored remuneration of members of the Management
  Committee as well as analysis of proposals and applications for directorships expiring in April 2010.
  

Attendance was remunerated by attendance allowances. The Audit Committee and the Appointments & Remuneration Committee were last reviewed and/or modified at the Board Meeting of 8 March 2010.

Luc Vansteenkiste and Pierre-Yves de Laminne de Bex were appointed Members of the Audit Committee as replacements for Donald Fallon and Karel Boone. Luc Vansteenkiste will hold the position of Chairman.

D. Management Committee

During 2009, the Management Committee met on twentytwo occasions.

The Board appoints and removes from office members of the Management Committee, and decides on their remuneration and the duration of their assignments.

Vincent Doumier, Managing Director, acts as Management Committee Chairman. The members of the Committee are included on page 10 of this report.

The decisions of the Management Committee are made by majority vote of the members present. However, a decision shall not be adopted if it is not supported by the Managing Director’s vote. If the Managing Director opposes the majority opinion of the other members of the Management Committee, the point shall be submitted to the next Board meeting which shall decide on the matter.

The Board has delegated to the Management Committee the powers to manage the Company, to the exclusion of:

• the Company’s general policy and strategy
• the closing of the accounts
• any subject reserved for the Board by law or by the Articles of Association
• the drawing up of the annual budget
• any investment decision in excess of EUR 1 million
• any investment decision, even of an amount of less than EUR 1 million, if it does not form part of the general policy or the annual budget;

The Company normally appoints a representative within its subsidiaries and holdings, for the purpose of monitoring their development. The main directorships exercised by the members of the Management Committee or by the Company’s Chair of the Board within the holdings

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