At its Shareholders' Meeting of May 15, 2002 Eurazeo became a corporation with an Executive Board and a Supervisory Board.

The Supervisory Board oversees the company's management in compliance with the applicable laws and regulations and the company's articles of incorporation and bylaws. Its distinguished members meet as frequently as the company's interests require.

The Executive Board, which manages Eurazeo, meets at least once a month.

Meetings
The Supervisory Board met 6 times in 2007 (5 in 2006), with an average attendance rate of more than 82% (87% in 2006).

Supervisory Board’s activity
The Supervisory Board performs the checks and controls it deems necessary at any time and may request any document it deems necessary to perform its duties. The Supervisory Board meets as often as necessary and at least once every quarter.

The Executive Board submits a monthly report to the Chairman of the Supervisory Board covering developments in investment holdings, cash balances, transactions performed and the Company’s debt, if any.

The Executive Board submits a report to the Supervisory Board at least once every quarter on these items that describes the Company’s activity and strategy.

Audit Committee

Five members, three of which are independent

The Audit Committee is chaired by Jean Laurent. Its other members include Jean Gandois, Richard Goblet d'Alviella, Jean-Pierre Richardson and Marcel Roulet.

This Committee examines the annual and half-year company and consolidated financial statements before they are submitted to the Supervisory Board.

The Audit Committee helps select the statutory auditors of the company and of the companies it directly or indirectly controls. It ensures that these auditors are independent and reviews and validates with them their audit program, audits, recommendations and follow-up actions.

The Audit Committee is kept informed of the company's accounting rules and of any difficulties encountered in observing these rules. It examines any proposed change in accounting standards or methods.

The Executive Board and the Statutory Auditors keep the Audit Committee informed of anything that may expose the company to a significant risk.

The Committee may commission an internal or outside audit on any matter it considers is within the scope of its responsibility.
In this case, its Chairman immediately informs the Supervisory Board and the Executive Board.

Twice a year, the Executive Board presents the Audit Committee with a report of the risks to which the company may be exposed. The Committee also reviews the company's cash position at each of its meetings.

The Committee meets at the request of its Chairman and also at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board.

The Audit Committee met four times during fiscal 2007. The Committee’s attendance rate was 100%.

On March 15, 2007, the Committee reviewed the annual company and consolidated financial statements for the year ended December 31, 2006, presented in accordance with International Financial Reporting Standards (IFRS). The Committee was informed of the company's financial situation, reviewed the documents presented to foresee any potential difficulties pursuant to Act 84-148 of 1984, and met with the company's finance staff. It also examined the draft report submitted by the Chairman of the Supervisory Board and approved the internal audit program for 2007. It also examined the action plan implemented to meet the shorter reporting deadlines on June 30. The Committee examined the fees paid to Statutory Auditors.

On June 28, 2007, the Committee reviewed the parent company quarterly financial statements for the period ended March 31, 2007. It was informed of the company's financial situation, the status on the shorter financial statements reporting deadlines together with a status report on internal control engagements. The Committee reviewed the budget for Statutory Auditors for financial year 2007, for their audit engagement. On August 27, 2007, the Committee reviewed the half-yearly parent company and consolidated financial statements for the period June 30, 2007, in a context of very tight deadlines. The Committee reviewed the information required to foresee any potential corporate difficulties (Act 84-148 of 1984). It was also informed of the Company’s financial situation and examined the risks faced by Eurazeo group. The Committee examined the fees paid by Eurazeo to Statutory Auditors over the period of January 1 to June 30, 2007.

On November 28, 2007, the Committee proceeded to the review of the parent company’s quarterly accounts as at September 30, 2007, of the cash situation and the forecast parent financial statements for 2008. The Internal auditor presented the results of completed engagements, and then the Committee defined the internal audit program for 2008. The Committee reviewed the views paid to Statutory Auditors for the period from January 1, 2007 to September 30, 2007. Lastly, the Committee was informed of updates to the 2007 reference document, more complete and more compliant with the latest legal and regulatory recommendations.

For 2007, an aggregate sum of 55,000 euros was attributed to this Committee's members in proportion to their attendance at meetings. This represented an average amount of 10,000 euros for each member and 15,000 euros for the Chairman.

Compensation and Appointments Committee

Membership: Two members, all of whom are independent.

The Compensation and Appointments Committee consists of Jean Gandois, Chairman, and Olivier Merveilleux du Vignaux.

The Committee makes proposals to the Supervisory Board concerning the compensation of its Chairman, Vice Chairman and Executive Board members, the amount of directors’ fees subject to shareholder approval at the annual meeting and stock options granted to Executive Board members.

The compensation of Executive Board members is determined individually for each member. The Committee determines the amount of variable compensation – which may usually range from 0% to 60% of total compensation – essentially on the basis of the quality of the past year's performance. A table showing the breakdown between the fixed and variable portions of each Executive Board member's compensation is provided on page 124 of this document. The Compensation and Appointments Committee also reviews stock options granted to individual Executive Board members and aggregate stock options granted to Eurazeo's salaried employees. To ensure the continued loyalty of its key executives, Eurazeo has made it a policy to grant stock options on a regular basis. The number of stock options granted to each person is determined on the basis of the ratio of the potential capital gain on these options to this person's annual salary and is subject to review by a specialized external consulting firm. The Committee also makes recommendations on the appointment, re-appointment and dismissal of Supervisory and Executive Board members. It is kept informed of recruitment and compensation paid to the Company’s senior executives.

Meetings of the Committee are called at least once a year by its Chairman. It may also convene at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board. The Committee met four times in 2007 and was consulted on the implementation of the stock option plan for 2007 and on Executive Board member compensation for 2008. At its meeting of September 4, 2007, it also approved the appointment of Virginie Morgon as Director of Investments. The Committee’s attendance rate was 90%. A total of 8,250 euros in fees were attributed to this committee's members in proportion to their attendance at meetings; 4,500 euros of this amount were paid to the Committee Chairman.

Finance Committee

Membership: Five members, including one independent member.

The Finance Committee consists of Michel David-Weill, Chairman, and Jean Gandois, Jean Laurent, Marcel Roulet and Bruno Roger (non-voting member).

It examines and gives its opinion on certain planned investments and transactions that are subject to the Supervisory Board’s approval as required by law or the company’s bylaws.

Finance Committee meetings are called by its Chairman whenever necessary. It may also convene at the request of the Chairman of the Supervisory Board or the Chairman of the Executive Board.

The Committee met three times in 2007, with a 100% attendance rate.

A total of 33,000 euros in fees were attributed to this Committee’s members in 2007, in proportion to their attendance at meetings.