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Composition as of February 22, 2011
Messrs Roland Tchénio and Maurice Tchénio are brothers. Mr Maurice Sabah is the cousin of Messrs Roland and Maurice Tchénio. There is no other family relationship between members of the Board of Directors.
To the knowledge of the Company, no director has in the past been convicted for fraud, been involved in a bankruptcy, receivership, liquidation, been incriminated or received an official public sanction.
No member of the Board or management has, to the knowledge of the company, been prevented by a court from acting as a member of an administrative, managerial or supervisory body of an issuer or been prohibited from managing or supervising the business of an issuer over at least the last five years.
Independent Directors
The Toupargel Group had four independent directors, Mr. Charles Waldman, Mr Paul Hurtut, Madam Caroline Weber and Mr Jacques-Edouard Charret.
Independent directors are selected for their knowledge, judgement and experience. They have no financial, contractual or family relationship likely compromise their independence of judgement.
The Toupargel Group applies the following independence criteria:
• the member must not be an employee or a member of the management board of the company or any company within the group and must not have held any such position over the last 3 years,
• he/she must not be a client, supplier, investment banker or corporate banker of the group,
• he/she must not be a reference shareholder of the company,
• he/she must not have any close family ties with any corporate officer or reference shareholder,
• he/she must not have been the Company's auditor over the past 3 years.
Access to Directors’ information
Prior to each Board of Directors meeting information is sent to members on the progress of the group, its environment, and matters under discussion. A monthly report is sent to each member of the Board of Directors.
Members are regularly sent surveys regarding the Group and its sector, as well as documents allowing them to enhance their knowledge of their responsibilities and tasks, corporate governance and changes in laws and regulations.
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