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Corporate / Governance
Governance
Board of Directors
PCAS is currently run by a Board with six members. The length of the term of office of the Board members is 6 years, after which they are all eligible for re-election. Each member of the Board must own at least one share in the Company. Members of the Board of Directors as of 31st December 2008:
The Board determines the Company's business orientation and monitors its implementation. Within the framework of the powers expressly granted by the Shareholders' Meetings and in line with the purposes set forth in the Company's articles of association, the Board deals with all questions relating to the correct governance of the Company and regulates all affairs concerning it through its deliberations. The Board carries out such inspections and verifications as it deems fit. The Chairman is required to provide each member of the Board with all the documentation and information they require to perform their tasks. Given the size of the both the Company and the Board, it has not been deemed useful to evaluate the performance of the Board nor to draw up an internal code of practice. The Chairman organises and directs the workings of the Board, reports on its activity at the Annual General Meeting and executes its decisions. He monitors the correct functioning of the Company's various departments and ensures that the members of the Board are able to fulfil their assignments. The Board can decide on the creation of committees to study such questions as it or the Chairman may submit for its deliberation.
Remuneration Committee
This committee ensures the consistency of the remuneration of the principal managers of the Company as well as the senior management staff that are members of the Management Committee. The remuneration committee examines if needed the annual stock option and free shares plans for Group staff.
Members of the Remuneration Committee (As of 21st December 2008):
Executive Board
This Committee defines the Group's strategic orientation and prepares the decisions to be submitted for the approval of the Board. It evaluates the means to be implemented, in particular in terms of human resources, industrial or financial investments designed to ensure external or internal growth. The Executive Committee meets once a week under the authority of the President.
Members of the Executive Board (As of 31st December 2008):
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