1 2009 Annual report
4 2009 annual report LA COMPAGNIE FINANCIERE EDMOND DE ROTHSCHILD BANQUE 47, rue du Faubourg Saint-Honoré Paris Cedex 08, France Telephone: +33 (0) Fax: +33 () Telex: Lacof Swift: COFIFRPP Website: A limited company with Executive and Supervisory Boards and capital of 83,075,820 R.C.S. Paris B Code NAF 2: 6419 Z
5 2 La Compagnie Financière Edmond de Rothschild Banque Interview Benjamin and Ariane de Rothschild What are the links between the banking group you chair and all the non-financial activities you are engaged in? BENJAMIN DE ROTHSCHILD: The art of good living and finance are two dimensions that feed off each other. It is essential to understand that financial and non-financial activities are complementary. Good living, in its noblest sense, gives a different meaning to the money earned by the Group s banks. Commitment and ethics pervade hospitality (hotels and restaurants), local traditions (vineyards and agriculture), sailing (Gitana), and especially philanthropy. All Group activities are pursued with regard to the same quest for sustainable excellence, professionalism and creativity. The two worlds complement and balance each other, and are governed by the same values, which my father, Edmond de Rothschild, made a particular point of passing down to me. What does embracing the Rothschild universe entail? BENJAMIN DE ROTHSCHILD: The Rothschild tradition is a way of life incorporating a desire for balance, a sense of moral responsibility, beliefs, strong commitments, daring and passion! In this way, producing, handing down, fructifying and using one s fortune as best one can becomes an art. This determination is embodied in the Rothschild art of good living and by the urge to attain excellence in every field, be it finance, wine, agriculture, competition sailing, gardens, foundations, and the arts, etc. Generations of Rothschilds have shown that they know how to give real meaning to money. Our historic values Concordia, Integritas, Industria symbolise the principles of fine balances and ethics that are wedded to the notion of application.
6 2009 annual report 3 In practice, how do these values influence your activities? BENJAMIN DE ROTHSCHILD: First and foremost, we believe in caring for, listening to and respecting our clients and staff alike. There is a trailblazing, competitive culture here, and we value group and team work. The notion of hard work and constantly striving for excellence are also an integral part of our approach, and permeate everything we do. In a word, I would say that we are very attached to the notion of integrity. What are your goals in developing your non-banking activities? ARIANE DE ROTHSCHILD: Our lifestyle-related activities are not just a whim. We are deeply committed to them. We are making our practices more professional, and striving for innovation and excellence. This is a long-term process. We are working for our children and for future generations. BENJAMIN DE ROTHSCHILD: We are aiming for perfection in our own distinctive way. This is how we can develop. Each generation in this family has its own enterprising drive and we create new businesses that afford our staff ample latitude to express themselves. Your lifestyle is closely bound to a commitment to environmental stewardship. Is this also due to your concern for future generations? BENJAMIN DE ROTHSCHILD: We always choose sustainable practices in our vineyards, farm, gardens and so on. Our commitment to the environment is fundamental to us and we have a duty towards our children. We would like to pass on to them a taste for produce grown by respecting the land. It is vital to step up environmental awareness and to develop the right associated economic strategy! What does the phrase Masters of their Craft mean to you? ARIANE DE ROTHSCHILD: Growing into an artisan, perfecting one s technique and getting the knack takes years, so it is often difficult to find a way into these trades. We believe in the idea of modern apprenticeships and are committed to passing on valuable skills whilst promoting technical innovation. France has an extraordinary craft heritage which must not be allowed to die!
7 4 La Compagnie Financière Edmond de Rothschild Banque 2009 Annual Report 5 Selective growth 6 Message from the Chairman of the Supervisory Board 8 Message from the Chairman of the Executive Board 12 A strategy of selective growth 14 Key figures 16 Governance that ensures continuity : Pursuing growth in France and internationally 24 The Bank strengthens its two main divisions (report of the Executive Board) 32 Long-term management of human resources 34 Risk control: a complete system serving the Bank and its clients 54 Additional information 56 Observations of the Supervisory Board 57 Reports of the Statutory Auditors 66 Resolutions 68 Financial report 36 Results consistent with the Bank s sustained investment effort 38 Management Report 50 Investments in subsidiaries and affiliates 52 Consolidated companies
8 Masters of their craft
9 6 La Compagnie Financière Edmond de Rothschild Banque MESSAGE FROM THE CHAIRMAN OF THE SUPERVISORY BOARD to the Annual General Meeting of Shareholders It is three years now since we were plunged into the deepest economic and financial crisis since the 1930s. At the start of 2009, many experts feared the world would slide into a second Great Depression, one that would be even more dramatic than the collapse that followed the crash of Thankfully, we escaped the worst. And there are grounds to believe that the ghost of depression has been laid, at least for the near future. Nevertheless, this was a violent trauma and no-one has emerged unscathed. The systemic crisis and the shock treatment used as a remedy, has inevitably left the system shaken: governments, central banks and the banking system are all showing the strain and will continue to do so for some time. Non-financial companies, particularly small and medium-sized enterprises, have suffered, are still suffering and, in all too many cases, have gone to the wall. Unemployment is not about to start falling any time soon and yet companies have no option but to fight for their survival and so, paradoxically, for the jobs that remain and the jobs of tomorrow. Our business, though, is asset management and our first thoughts are with the asset holders, individuals and institutions, who have been buffeted by the general slump in asset values and who are naturally still worried by the uncertain outlook. Our teams have been working tirelessly on behalf of the group s clients, keenly aware of the confidence and loyalty they place in us, striving to protect their assets. But we are not financial alchemists and cannot turn lead into gold. All asset classes, virtually without exception, have been hit by the crisis, as it is always the case when a credit bubble bursts and unleashes a systemic risk. Our role now is to lead our investors through a financial landscape that remains far from clear. is over. As to where we are now, Churchill s remark after El- Alamein comes to mind: this is not the end. It is not even the beginning of the end, but it is perhaps the end of the beginning. Second, we must not deceive ourselves that those responsible for the crisis have learnt from their past mistakes. The return to business as usual has been faster than the most pessimistic imagined. To those who think that nothing will be the same again, I say, quite the reverse: everything that happened before will happen again, only more so, precisely because of the crisis. The heart of the crisis was excess, excess of every kind: easy money that compressed the time required to create value; an orgy of expansion particularly buyouts funded with unlimited leverage embarked on by industrial companies, banks and financial institutions who became as bloated as the world that was their playground; the insatiable appetite of consumers in rich countries, living it up on the back of willingly exploited workers and the savings of emerging economies, with no thought of the reckoning that the hardworking would ultimately demand; and the ever quickening depletion of the planet s resources, earth, sea and air, heedless of the legacy we would leave to our children. Over the last two centuries and a half centuries, our family has lived through wars, revolutions, persecutions, financial crashes and economic crises. At this crucial time, when the crisis is struggling to find an emergency exit, I want simply but proudly to pass on a message drawn from seven generations of banking experience. Since the eighteenth century, our family motto has embodied the much cited but rarely practised approach now called sustainable development: Concordia, Integritas, Industria. Unity, Integrity, Industry. We are guided in this task by two convictions. First, just because the threat of meltdown is now receding does not mean the crisis Numerous studies have interpreted this motto as a sort of code for living. It can be read as Harmony, Respect, Professionalism
10 2009 annual report 7 and therefore applies to three areas common to all human organisations: living with others and in society, living with fundamental principles of ethics, whether religious or secular, and living in the material world that defines economic activity. Harmony in the social contract: this means knowing how to live together, greeting differences as a source of nourishment rather than with grudging toleration. The message here is one of unity but not uniformity. We have all just lived through a year that has shown the irresistible power of globalisation: the banking crisis, climate change, pandemics, are all issues that can only be solved, or made worse, on a global scale. But where would the world be now if it had uniformly embraced the US version of financial capitalism, the origin of many of the planet s current troubles? My distant ancestors, multinational bankers under the Ancien Régime, and inventors of a much-vilified profession under a long-abolished political system, were already aware that the obsessive multiplication of wealth for a few can never be a sustainable aim. Harmony in the social contract, Respect for morality, loyalty to Professionalism. I read our family motto as a message of proportion, a counterpoint to the excesses with which the 21 st century has begun. Baron Benjamin de Rothschild Respect for morality: this means striking a balance between age-old ethical principles and the flux of new ideas, constantly seeking the narrow right path in the midst of contradictions. Is it ethical to sacrifice our natural heritage to the pace of growth? Surely not. But is it ethical, in the name of sustainable development, to use sustainability as a stick to beat development? Is it ethical to limit growth for billions of people who are struggling free of poverty, only to lumber them with the cost of our own excesses? Loyalty to Professionalism: this is an interplay between traditional expertise, the handing down from generation to generation of the craftsman s turn of hand and innovation, which brings technical progress and opens up new frontiers. In the same way, the Rothschild family firm, while remaining loyal to its profession of investment management, to its tradition, to its independence and to its human scale, must also deploy the most sophisticated financial products on behalf of its clients and pass on the art of investment management to the Indian and Chinese banks that are helping drive growth in emerging Asia.
11 8 La Compagnie Financière Edmond de Rothschild Banque MESSAGE FROM THE CHAIRMAN OF THE EXECUTIVE BOARD to the Annual General Meeting of Shareholders After a storm lasting more than two years, a rainbow has appeared on the horizon. We know that nothing is certain, but at least people are starting to say that neither is the worst case scenario. Every single letter in the alphabet has been used to describe what shape the exit from the crisis might take but it all remains unfathomable. The economy and global finance look like waterlogged ships adrift on the high seas. We do not know if and when they might reach port safely. What compass will they use to chart their course, now that our bearings have been lost? A year ago, a total collapse was unlikely because governments and central banks could not allow a re-run of the 1930s depression to occur. Lehman was the exception confirming the rule. But one year on, our reference points have completely changed. Banks that were already too large, particularly in the US, have become larger still after swallowing up their ailing counterparts. Previously they were too big to fail; now they are becoming too big to be controlled by their senior management and regulators, and perhaps too big to be rescued by governments whose firepower is now exhausted. This is because governments, the guarantors of last resort, now find themselves under surveillance by the financial rating agencies. Very few of them face a real threat of default. But all the governments in the developed world are at risk from the Japanese syndrome of a mad consumer rush to save in case debt-laden governments resort to austerity measures and higher taxation. And without consumer confidence, growth in wealthy nations will be anemic. Meanwhile, central banks, which along with governments acted as an emergency banking system, are not in great shape. Balance sheets are swollen with toxic assets and sovereign debt and that too is starting to look suspect. A deluge of liquidity, considered by economic players as Monopoly money, was unleashed to douse the fire. What is more, gold is soaring, not because of inflationary expectations but due to concern about major currencies. And in the event of an emergency, central banks have nowhere to go, since interest rates cannot fall below zero. In short, in order to head off the risk of global depression, we have legitimately pumped up the very excesses that generated the crisis. The big banks have become gigantic. In the name of a good cause, lax Western governments have spent like mad. After flooding the global economy following the dotcom crisis, central banks are now being forced to inject liquidity in ever more massive amounts. As we move into 2010, the global economy is certainly recovering, but it remains on life support. In the event of a relapse, there is nothing to fall back on: the performer has no safety net. We can only count on the beginning of a virtuous economic and financial circle restoring the health of the market economy. To do so, international cooperation is attempting to steer its way between regulatory progress and the rehabilitation of market mechanisms. But those orchestrating the exit from the crisis know very well that they are conducting an unfinished symphony. In this unprecedented crisis, we are constantly being forced to improvise. We need to learn to live with uncertainty, embracing flexibility, responsiveness and watchfulness. The big corporate or the large bank, which have become bigger still, must try to act like small companies. But like big companies, smaller firms also need to spread their risks. Because risk is now lurking everywhere. Beware false havens in this unsettling period when so many safe spots are anything but secure. When the world goes through radical change, it sows minefields alongside fields of flowers;
12 2009 annual report 9 we need to know how to cross them safely but also without regrets. We must be fleet of foot to survive the present, and scrutinise the horizon so as to build the future. After the turmoil of this mystifying exit from the crisis, the new seeds of wealth creation will grow into a promising future. For the global economy, chaos will give way to a new golden age. True, the ocean of liquidity will manufacture bubble after bubble each of which we will have to identify, take part in and then jettison before the bubble bursts. But bubbles can be used to make champagne provided we know how to bring the right talents together. Some bubbles are really premature tributes to future realities, good bubbles that herald the future. The fact that today s bubbles have exploded, the tech sector, the credit bonanza initiated by Sino-American complicity or the so-called ecological emergency of Copenhagen changes nothing about the fundamental undercurrent: the growth of emerging Asia, digital technologies and, subsequently, ecology will be the powerful drivers of what will certainly be impressive global growth in the decades to come. Of course, for those wishing to embark on this route, there can be no opportunity without risk. But in the calm after the storm, where so much could still go wrong, we should all be convinced of one thing: the greatest risk is taking no risk at all. Since the beginning of this severe crisis, some two and a half years ago, the advantages of our firm s status as a family bank on a human scale have become all the more apparent. Why? Firstly, because our regulators, our teams and particularly our clients have been able to measure that size does not automatically mean security. Massive shareholders funds are not enough; they also have to be managed sensibly: a number of large banks only survived with government help, and after having wiped out their shareholders. It is an ancestral law at Rothschild that you do not remain worthy of the name by calling on help from new shareholders and ousting the family shareholder. The slightest balance sheet risk is thus out of the question. Even if we, like our clients, suffered some collateral impact from the crisis, at no time was the firm at risk, and nor were any of the companies in the Edmond de Rothschild Group. Secondly, and this is a consequence of our stability, loyalty is a cornerstone of our management values. True to its name, which stands for two and a half centuries of banking tradition, our family shareholder is loyal to its businesses, its teams and, of course, to the clients who have entrusted it with their confidence. Unlike the very large private banks, with global reputations, who have lost their soul to investment banking businesses, our Group has weathered the crisis because it has never strayed from its core businesses of asset and wealth management, together with a key additional specialism of advisory services for companies. We have chosen to be multi-specialists: only firms which cover a comprehensive range of major asset classes are able to offer solutions adapted to the successive bubbles which have characterised the past and will mark the future. Our positioning across a comprehensive range of products enables us to guarantee our clients objective advice. And since our businesses require long-term relationships between clients and the teams who advise them, the Edmond de Rothschild Group knows how to retain the most talented people. Unlike many others, we have never offered new recruits welcome bonuses, preferring to secure the long-term loyalty of talented individuals by involving them in the effective management of our firm through a stake in the capital, which encourages the entrepreneurial spirit so dear
13 10 La Compagnie Financière Edmond de Rothschild Banque to our main shareholder. This loyalty has worked both ways: we do part company with our teams in order to immunize our results. Marc Samuel, Deputy General Manager and Marc Lévy, General Secretary, who brought a fresh approach when they joined the Executive Board in 2009, are excellent examples of our firm s home-grown talent. The average length of service of members of this renewed Board is eighteen and a half years. That of the Paris-based private bankers is above 11 years, in a private bank which has nonetheless recruited new blood to multiply its assets under management by some ten-fold since Proof that sustainable development can go hand in hand with dynamism. Lastly, a family shareholder, particularly when it belongs to a long family tradition, can afford to take an investment horizon of a generation and not a single quarter. It is because such a shareholder encourages its asset managers to take a long-term vision that crises have always strengthened our group: this was the case in 2000, and is still the case today. La Compagnie Financière Edmond de Rothschild has been able to maintain its long-term investment approach and pursue its growth strategy in its core businesses. It has continued to invest in the future, extend registration of funds managed by its international management companies and open offices in new countries. It has also confirmed a major partnership agreement with the Bank of China, the fifthlargest bank in the world. This will be crucial in opening up China to our wealth and asset management expertise. In 2009, the private banking and asset management divisions pursued their growth in France and internationally: 33.9 billion under management, growth of +15.5%; Relevance of the private banking model confirmed by continued fund inflows, with assets under management rising by 17% to 11.2 billion; Growth in the asset management division to 22.7 billion, with significant net funds inflow into equity and convertible bond funds (close to 2 billion). I cannot close this difficult 2009 financial year without thanking our clients and our partners for their renewed confidence. No wealth manager can claim to be capable of alchemy. Without exception, all asset classes have been impacted since the summer of 2007 and no-one can transform lead into gold. We proved no exception to the rule. Our clients suffered in 2008, even if our teams did their utmost to support them. Of course, the Bank also inevitably saw a fall in its results, something which did not prevent it from investing and strengthening its teams. There are very few banks which, since mid-2007, have not changed their shareholders, nor their senior management and teams. I find it reassuring in this world in which volatility has gone mad to find somewhere with this degree of stability. And I believe that, in 2009, we justified the loyalty of those who did not cease to believe in us by demonstrating, once again, that performance can only be evaluated over the long term. Michel Cicurel
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15 12 La Compagnie Financière Edmond de Rothschild Banque A STRATEGY OF SELECTIVE GROWTH As the French branch of the Edmond de Rothschild family group, La Compagnie Financière Edmond de Rothschild has for many years ensured its success by specialising in private banking and asset management, in France and internationally, particularly in Asia. La Compagnie Financière Edmond de Rothschild is independent of any sales network, and its ability to successfully provide investment solutions and earn the loyalty of its clients is built on customised proposals and advice, management by conviction and a strong capacity for innovation. Custodian of a name that represents both a family heritage and a business brand and heir to a unique reputation in the financial world for more than 250 years, the Bank conducts its business while respecting the values of creativity, discretion and precision. TWO STRATEGIC DIVISIONS Private Banking Wealth management Estate planning Mergers and acquisitions advice dedicated to small and medium-sized family-owned companies Family office Life insurance Philanthropic advice The growth of the private banking division relies on the deployment in Paris and the provinces of a local organisation, upmarket services and the know-how to enable it to address all the concerns of its clients (mainly heads of businesses, senior executives and wealthy families). In particular, the Bank provides them with specific expertise in investment banking (valuation, sale or transfer of companies, mergers, etc.) and private equity (investments in unlisted companies). Opening offices in France s main urban centres has been one of the cornerstones of this division s growth strategy over the past decade or so. Our offices in Lyon, Marseille, Toulouse, Bordeaux, Nantes, Strasbourg and more recently Lille further strengthen the local ties between the Bank and its clients, who thereby have access to the best in private banking and advice.
16 2009 annual report 13 Asset Management Growing Internationalisation Equities, asset allocation and balanced management, convertible bonds Fixed income and credit Alternative and long only multi-management Asset structuring and structured management Quantitative management and asset allocation Direct alternative management Private equity Asset management is a high-growth division due to its extensive client base and international ambitions. This activity is based on a dynamic policy of product innovation and wide coverage of all the major asset classes we have chosen to be multi-specialists so that our clients can be assisted regardless of their objectives. The distribution model favours a direct link with financial institutions, the business-to-business relationship with consumer distribution channels, and the development of preferential partnerships. Since the year 2000, La Compagnie Financière Edmond de Rothschild has accelerated its development of asset management by creating subsidiaries of its business lines in order to provide the Bank s clients with ever more specialised and autonomous areas of expertise. Commercial and management outposts have thus been opened in Italy, Belgium, Spain, the United Kingdom, Israel, Chile and China. The Bank is continuing its international development, with the emphasis on Europe and Asia where its main activity is asset management. Wealth and asset management is the preferred specialisation of La Compagnie Financière Edmond de Rothschild, on which it has always concentrated and which has generated its remarkable growth for more than a decade. It should now enable the Bank to continue strengthening its offering and its presence internationally, where the power of the Edmond de Rothschild name combined with the expertise of its teams represent its two vital assets in private banking and asset management. To these two strategic development divisions is added a mergers and acquisitions advisory service run from Paris for the benefit of larger companies.
17 14 La Compagnie Financière Edmond de Rothschild Banque KEY FIGURES (at 31 decembre 2009) Total assets under management Distribution of assets under management by division 2008: decline in asset prices linked to the economy; 2009: recovery 33.9 billion, up 15.5% billion Private banking: 11.2 billion, 33% Asset management subsidiaries: 22.7 billion, 67% Distribution of assets under management by asset class (asset management subsidiaries) Asset breakdown by business line ( billion) Breakdown by asset class (asset management affiliates) 11.8 % Asset Management 22.7 bn 15.2 % 8.3 % 40.6 % Private Banking 11.2 bn 7.7 % 10.6 % 5.8 % Equities Convertible bonds Balanced (including funds of funds) Alternative (funds of funds and hedge funds) Private Equity Fixed Income & Credit Structured product and management Locations Shareholders at 31 December 2009 France: Paris, Lyon, Marseille, Bordeaux, Nantes, Strasbourg, Toulouse and Lille (in 2010) International: Europe: Belgium, Spain, Italy, United Kingdom Latin America: Chile Asia: Hong Kong, Shanghai Middle East: Israel La Compagnie Financière Edmond de Rothschild is 86.64% owned by Compagnie Financière Saint-Honoré, the French holding company of Baron Benjamin de Rothschild. Caisse de dépôt et placement du Québec is also a shareholder in La Compagnie Financière Edmond de Rothschild, with 10.42%, and the balance is held by the Bank s teams.
18 2009 annual report 15 Consolidated highlights ( thousands) Balance sheet Total assets 3,208 4,077 2,427 Group share of shareholders equity * Client loans Client deposits 1,519 2,237 1,014 The robustness of the Group s financial position is reflected in the level of its Tier One ratio, which was 12.7% at end 2009, of which 10.8% was Core Tier One **. Income statement Net banking income Gross operating income Total net income including: attributable to equity holders of the parent Average headcount * Excluding net income for the year. ** These ratios are calculated, in accordance with prudential regulations, on the basis of the consolidated shareholders equity of CFSH, the Bank s parent company. Parent company highlights ( thousands) Balance sheet Total assets 3,136 4,174 2,433 Shareholders equity * Client loans Client deposits 1,596 2,279 1,050 Income statement Net banking income Gross operating income ( 3 ) Total net income Average headcount * Excluding net income for the year.
19 16 La Compagnie Financière Edmond de Rothschild Banque GOVERNANCE THAT ENSURES CONTINUITY La Compagnie Financière Edmond de Rothschild Banque is a limited company with Supervisory and Executive Boards. This dual form of organising the management bodies meets the principles of the Group s corporate governance particularly well, with executive management functions clearly separated from supervisory duties. During the past two years, governance of La Compagnie Financière Edmond de Rothschild has been strengthened, with the appointment to the Supervisory Board of two independent directors, Véronique Morali (on 26 May 2009) and Carlo de Benedetti (on 9 July 2008). The Board also welcomed Jean Dumoulin, representative of Caisse de dépôt et de placement du Québec, on 26 May 2009, and Benjamin de Rothschild, representing the family shareholdings, on 9 July Finally, Marc Samuel, Deputy General Manager, and Marc Lévy, General Secretary of the Bank, both joined the Executive Board during the last financial year. Supervisory board Executive board Chairman Benjamin de Rothschild Chairman Michel Cicurel Deputy Chairman René de La Serre General Manager Guy Grymberg Members Ariane de Rothschild Véronique Morali John Alexander Carlo de Benedetti Jean Dumoulin Claude Janssen Claude Messulam Daniel Trèves Non-Voting Member François Boudreault Honorary Deputy Chairman Victor Sasson Deputy General Manager Samuel Pinto (to 26 May 2009) Marc Samuel (from 26 May 2009) Members Patrice Dordet (Head of the Private Clients Department) Jean Laurent-Bellue (to 10 November 2009) Marc Lévy (from 10 November 2009) (General Secretary) Auditors Statutory Auditors Cabinet Didier Kling & Associés PricewaterhouseCoopers Audit Secretary Alain Benhamou Alternate Auditors Marie-Paule Degeilh Yves Nicolas
20 2009 annual report 17 Activities and directors of La Compagnie Financière Edmond de Rothschild and its subsidiaries Banque privée Equity, convertible bond and diversified management Structured management, fixed income and credit, hedge funds, multi-management, quantitative management and asset allocation Private equity Direction de la Clientèle Privée et de la Gestion de Patrimoine Edmond de Rothschild Asset Management Edmond de Rothschild Investment Managers (1) Edmond de Rothschild Private Equity Partners (2) Patrice Dordet Philippe Couvrecelle Guillaume Poli Jean-Hervé Lorenzi Mergers and acquisitions Edmond de Rothschild Corporate Finance Jean Laurent-Bellue (to 10 November 2009) Laurence Danon (from 10 November 2009) (1) Edmond de Rothschild Investment Managers is the trade mark for the overall entity which comprises EdRIM Solutions, an investment firm which primarily looks after structuring and marketing the joint product range, and EdRIM Gestion, its asset management subsidiary. (2) The holding company representing Edmond de Rothschild Investment Partners (run by Pierre-Michel Passy), Edmond de Rothschild Capital Partners (run by Eric de Montgolfier and Erick Fouque) and Edmond de Rothschild Private Equity Select LLP (run by David Seligman). The supervisory board s action supported by standing committees The Supervisory Board has approved an internal regulation providing for the creation of two standing committees: an Audit Committee and a Remuneration Committee. The committees are tasked with assisting in the preparation of the Supervisory Board s decisions. The audit committee The Audit Committee is composed of persons chosen from among the members of the Supervisory Board. It meets at least once a quarter and is convened by its chairman. It may request all necessary or useful information and documentation, and interview all persons whom it deems necessary or helpful to the accomplishment of its duties. Comprised of René de La Serre (Chairman) and Véronique Morali, the Audit Committee s main duties are: to ensure the relevance and permanence of the accounting methods adopted for preparing the parent company and consolidated financial statements and to verify the relevance of the accounting rules applied; to examine before their presentation to the Supervisory Board, the parent company and consolidated financial statements as well as budgets and forecasts; to oversee the quality and compliance of internal control procedures and to evaluate information received from management, in-house committees and internal and external audits; to examine the auditing department s annual audit plan before its approval by the Supervisory Board; to ensure compliance with the applicable legal and regulatory provisions; to conduct an overall examination of the risk management system.