About Lagardere

SUPERVISORY BOARD

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The Supervisory Board, which maintains ongoing control over the management of the Company, is made up of 15 members at most, appointed for a maximum term of six years and reappointed thereafter by third parties every two years.
Each member is required to own at least 150 shares issued by the Company.
In addition to the expertise it brings together, the composition of the board is characterized by a majority of “independent” members, all notable figures who have freely agreed to become part of the board.

List of members

 

	Date of appointment or reappointment	Date of expiry of the mandate
Chairman of the Board Chairman of the Audit Committee
Raymond H. Lévy	11 May 2004	AGO 2010 (2)
Members of the Supervisory Board
Bernard Arnault	11 May 2004	AGO 2010 (2)
René Carron	29 April 2008	AGO 2014 (2)
Martine Chêne	02 May 2006	AGO 2012 (2)
Georges Chodron de Courcel	02 May 2006	AGO 2012 (2)
François David (1)	29 April 2008	AGO 2014 (2)
Xavier de Sarrau	10 march 2010	AGO 2014 (2)
Pierre Lescure	29 April 2008	AGO 2014 (2)
Christian Marbach (1)	02 May 2006	AGO 2012 (2)
Bernard Mirat (1)	02 May 2006	AGO 2012 (2)
Javier Monzón	29 April 2008	AGO 2014 (2)
Didier Pineau-Valencienne (1)	29 April 2008	AGO 2014 (2)
Amélie Oudéa Castéra	02 December 2009	AGO 2010 (2)
François Roussely	11 May 2004	AGO 2010 (2)
Secretary
Laure Rivière-Doumenc

(1) Member of the Audit Committee.
(2) Annual General Meeting to be held to approve the previous year’s financial statement.

These members form a competent, independent and attentive Supervisory Board, fully able to represent shareholders' interests.
A review of each Board member's position has concluded that nine Supervisory Board members - almost two thirds of the Board - currently qualify as "independent" directors as defined by the AFEP-MEDEF report on corporate governance for listed companies, as applied by Lagardère (see 3, below). The nine members are:

• Mrs Martine Chêne,
• Mr. François David,
• Mr. Xavier de Sarrau,
• Mr. Pierre Lescure,
• Mr. Christian Marbach,
• Mr. Bernard Mirat,
• Mr. Javier Monzón,
• Mr. Didier Pineau-Valencienne,
• Mr. François Roussely.

Operation

The terms and conditions of the Supervisory Board's organisation and operations are set forth in a set of internal rules (updated on 11 March 2009) which also define the duties incumbent on each member, and the code of professional ethics each individual member is bound to respect.

These rules concern the following:

1) The independence of Board members: the minimum quota for independent members is fixed at half of the total serving members. Independent members must have no direct or indirect relations of any kind with the Company, Group or management that could compromise their freedom of judgement or participation in the work of the Board.

2) The annual number of meetings: a schedule for the coming year is fixed annually, based on a proposal by the Chairman.

3) The duties of each member: apart from the fundamental duties of loyalty, confidentiality and diligence, members' obligations also concern knowledge of the law, regulations and by-laws, ownership of a significant number of shares, declaration to the Board of any conflict of interest, and regular attendance at meetings.

4) Trading in shares of the Company and subsidiaries: as Board members have access to inside information and in-depth knowledge on certain aspects of the life of the Company and Group, they are expected to refrain from trading in Company shares, except within the following constraints contained in the Board's internal rules:

• no trading in shares may take place during certain defined periods,
• it is recommended that acquisitions should take place once a year, at the end of the shareholders' meeting, in the form of a block purchase for all Board members carried out through the Company,
• shares must be retained for at least six months after the end of a Board member's term of office,
• the Chairman, Managing Partners and Financial Markets Authority (AMF) must be informed of any transactions in shares within five days of their completion.

5) The existence of an Audit Committee: its task is to prepare the Board meetings for subjects within its remit.

The Supervisory Board meets regularly to review the financial situation and operations of the Company and its subsidiaries, the annual and interim financial statements, the outlook for each of the business activities and the Group's strategy. It also defines an annual schedule for the coming year's meetings: at least four are planned for 2009.

During 2008, the Supervisory Board met four times, in March, June, September and December, with an attendance rate of 67% at the March meeting, 71% at the June meeting and the September meeting, and 64% at the December meeting.

The meetings of March and September were held primarily to examine the parent company and consolidated financial statements; they were, like the other meetings, preceded by an Audit Committee meeting. The March meeting also involved preparatory work for the annual general meeting, finalising the Board's report to the shareholders, renewing the terms of office of three members of the Board, and appointing three new members. At the June and December meetings, presentations of Lagardère Active's "entertainment" business, and specific aspects of the book publishing business(developments in digital activities, distribution and international business) were given by the teams from the relevant entities.