Question for Philippe Audouin Supervisory board Members of the Board Non-voting board members Governance at Eurazeo

Supervisory Board committees Compensation and Appointment Committee Finance Committee Executive board

	Question for Philippe Audouin, Chief Financial Officer

In 2009, governance was one of your priorities. What have you done specifically with regard to the monitoring of internal control and risk in your investments?

As a listed company, we strive to share our culture of governance with all of the companies in which we invest. In 2009, this governance was further enhanced. During the year, Eurazeo gradually built a system to assess the level of internal control within our holdings. It allows companies to benchmark themselves against a common standard of principles and best practices, values the efforts made and progress achieved, and contributes to the production of uniform and comparable data.
At the same time, we are formalizing a new approach to the identification of risk within our investments. All of the companies in which we invest present a semi-annual update of their risk mapping, along with appropriate action plans when needed. The monitoring of risks presented to the Eurazeo Audit Committee is therefore currently based on both a top-down (risk mapping produced by Eurazeo) and a bottom-up (maps produced by the companies) approach.

	Governance at Eurazeo

Eurazeo has adopted a two-tiered governance structure with an Executive Board and Supervisory Board. Governance is based on a strict separation of management functions, carried out by the Executive Board, and oversight functions, carried out by the Supervisory Board. At Eurazeo, governance relies on strict, clearly-defined rules, and on absolute trust between the Executive Board and its Supervisory Board, which is composed of high caliber key people from the business world.

Supervisory Board

> Activity of the Supervisory Board in 2009 (1)
In 2009, the Supervisory Board devoted most of its work to reviewing changes in portfolio assets, investment projects, examining the annual and six-month interim financial statements and corporate governance issues (compensation, etc.). Starting in 2008, the Supervisory Board devotes one meeting each year specifically to a detailed review of the Company’s investments.

> Assessment of the Supervisory Board
In accordance with the recommendations of the AFEP-MEDEF, this year the Supervisory Board asked an independent firm, Ricol et Associés, to assess the performance of the Supervisory Board. This assessment highlighted the high quality of Eurazeo’s governance.

Striving to perfect ethical behavior

The internal rules and regulations in force within the Company require employees to comply with all rules concerning market integrity, the value of gifts received from third parties and confidentiality.

In addition, Executive Board members serving as directors on the boards of companies in which Eurazeo invests do not receive directors’ fees in respect of these functions, as all such fees are paid directly to Eurazeo. The legal department oversees an up-to-date list of the offices held by these people: in addition to ensuring that officers comply with statutes limiting the number of offices they may hold, this oversight also serves to make sure that there is no conflict between their duties as members of Eurazeo’s Executive Board and their responsibilities in Eurazeo group companies.

Finally, the securities trading code, adopted in 2004 and updated in 2008, defines rules for trading in Eurazeo’s shares by Eurazeo’s Executive Board members, Supervisory Board members and the non-voting members.

(1) Detailed information concerning the role and functioning of the Supervisory Board is provided in Volume 2 (Legal and financial information).

Governance of a professional and responsible shareholder

The establishment of audit committees in each of its equity investments has contributed for several years to enhancing Eurazeo’s Group governance. These committees meet on average once per quarter, and are systematically attended by the Chief Financial Officer of Eurazeo, one or more members of the investment team, the Chief Accountant, the Head of Consolidation and the Head of Internal Audit. They play an important role in overseeing the effectiveness of internal control over operations and risk management.

In 2009, Eurazeo strengthened its monitoring of internal control procedures and risks associated with its holdings, in order, notably, to best provide these committees with the information they need regarding the level of internal control within the Company’s holdings. Eurazeo has thus developed a system for the self-assessment of internal controls and implemented a project to standardize the approach to the identification and formalization of risk monitoring in its holdings. These measures form the pillars upon which Eurazeo’s corporate governance is based, as a professional and responsible long-term shareholder.
They are included within the application of the Ordinance of December 8, 2008.

	Members of the Board

Eurazeo has a twelve-member Supervisory Board, including six independent members and three non-voting board members.

Michel David-Weill (6) Chairman of the Supervisory Board Chairman of the Finance Committee Current term of office expires: 2014 Shares: 41 038	Jean Laurent (*)(1)(4)(6) Vice Chairman of the Supervisory Board Chairman of the Audit Committee Chairman of the “Pole de Competitivité Mondial Finance Innovation”. Current term of office expires: 2014 Shares: 381
Jean Gandois(*)(4)(5)(6) Chairman of the Compensation and Appointment Committee Member of the Boards of Directors of Institut Curie and Vigeo. Current term of office expires: 2014 Shares: 382	Anne Lalou(*)(2) Managing Director, Nexity- Distribution Division. Term expires: 2014
Bertrand Badré(2) Group Chief Financial Officer, Crédit Agricole SA. Term expires: 2014	Antoine Bernheim (*) Chairman, Assicurazioni Generali SpA. Current term of office expires: 2014 Shares: 2 819
Roland du Luart de Montsaulnin (*)(1) Vice President of the French Senate Chairman of the General Council of the Sarthe department. Current term of office expires : 2014 Shares: 1 050	Richard Goblet d'Alviella (*)(4)(5) Vice Chairman and Managing Director, Sofina SA. Current term of office expires : 2014 Shares: 402
Olivier Merveilleux du Vignaux (1)(5) Partner, MVM Search Belgium. Current term of office expires : 2014 Shares: 321	Georges Pauget(2) Chairman of Amundi and of the SAS “Economie Finance et Strategie”. Term expires: 2014
Kristen van Riel(2) Chairman of International Real Returns France SAS and the Edouard Family Trust Company, Inc. Term expires: 2014	Jacques Veyrat (*)(6) Chairman and Chief Executive Officer, Louis Dreyfus SAS. Current term of office expires: 2014 Shares: 250

	Non-voting board members

Bruno Roger (1)(6) Honorary Chairman of the Supervisory Board Chairman, Lazard Frères (SAS) and Compagnie Financière Lazard Frères (SAS) and Chairman and Chief Executive Officer, Lazard Frères Banque. Current term of office expires : 2014 Shares: 103 363	Jean-Pierre Richardson (4) Chairman and Chief Executive Officer, Joliette Matériel SA. Current term of office expires: 2014 Shares: 408
Marcel Roulet(3)(4)(6) Consultant, Corporate director. Current term of office expires : 2014 Shares: 523

(*) Independent member.
(1) Renewal of term proposed to the Shareholders’ Meeting of May 7, 2010.
(2) Appointment proposed to the Shareholders’ Meeting of May 7, 2010.
(3) Resignation as member of the Supervisory Board before or on the day of the Shareholders’ Meeting of May 7, 2010.
(4) Member of the Audit Committee.
(5) Member of the Compensation and Appointment Committee.
(6) Member of the Finance Committee.

	Supervisory Board committees

Membership: Five members, three of whom are independent

• President:	Jean Laurent
• Members:	Jean Gandois
	Richard Goblet d’Alviella
	Marcel Roulet(1)
• Non-voting Board member	Jean-Pierre Richardson

Main tasks:

The general role of the Audit Committee is to assist the Supervisory Board in monitoring issues relating to the preparation and verification of accounting and financial information. Specifically, its role is to monitor:

• The financial reporting production process;
• Effectiveness of internal controls and risk management;
• Statutory audits of the parent company and consolidated financial statements by the Company’s Statutory Auditors, and
• Independence of the Statutory Auditors.

Number of meetings in 2009:
Four (one meeting per quarter)

Average attendance rate:
95 %

Main points dealt with in 2009:

• Review of the Company’s annual and semi-annual, parent company and consolidated financial statements;
• Review the Company’s cash position;
• Review of risks;
• Review of the draft report of the Chairman of the Supervisory Board on internal control procedures and risk management;
• Internal audit: approval of 2009 internal audit plan, review of comments and action plans resulting from internal audit assignments;
• Hearing of Statutory Auditors concerning the nature, extent and results of their work;
• Ordinance of December 8, 2008: discussion of the impact of the ordinance on the practical methods used to carry out the tasks of the Audit Committee, and development of the Audit Committee Charter in accordance with the law.

	Compensation and Appointment Committee

Membership: Three independent members

• Chairman:	Jean Gandois
• Members:	M. Olivier Merveilleux du Vignaux
	M. Richard Goblet d’Alviella (2)

Main tasks:

• Proposal to the Supervisory Board of the compensation of its Chairman and Vice Chairman and of the members of the Executive Board, and the amount of directors’ fees to be paid;

• Review of stock options and share purchase or subscription warrants allocated to members of the Executive Board, and the overall allocation of stock options to Eurazeo employees;

• Recommendations for the appointment, renewal or dismissal of members of the Supervisory Board and Executive Board;

• Monitoring of recruitment and compensation of senior executives within the Company.

Number of meetings in 2009: 3

Average attendance rate: 100 %

Points dealt with in 2009:

• Allocation of stock options to the members of the Executive Board and to employees;

• Establishment of quantitative and qualitative criteria for calculation the variable component of compensation;

• Monitoring of the recommendations of the AFEP-MEDEF corporate governance code;

• Compensation of members of the Executive Board for 2010.

	Finance Committee

Membership: Six members, three of whom are independent

• Chairman:	Michel David-Weill
• Members:	Jean Gandois
	Jean Laurent
	Marcel Roulet(1)
	Bruno Roger (non-voting member)
	Jacques Veyrat

Main tasks:

• Review of and issuing an opinion of certain investment projects or transactions that, by law or in accordance with the by-laws, are subject to the prior approval of the Supervisory Board.

Number of meetings in 2009: 1

Average attendance rate: 50 %

(1) Appointed non-voting member by the Shareholders’ Meeting of May 7, 2010.
(2) Mr. Richard Goblet d’Alviella was appointed a member of the Compensation and Appointment Committee by the Supervisory Board on March 26, 2009.

	Executive board

Patrick Sayer   Chairman of the Executive Board, 52 years old Term of office expires: 2014 315,076 shares CV	Bruno Keller Chief Operating Officer, 55 years old Current term of office expires: 2014 100,007 shares CV
Philippe Audouin   Chief Financial Officer, 53 years old Current term of office expires: 2014 18,707 shares CV	Gilbert Saada   Director of Investments, 46 years old Current term of office expires: 2014 22,069 shares CV
Virginie MORGON Director of Investments, 40 years old Current term of office expires: 2014 1,594 shares CV	Luis Marini-Portugal Director of Investments, 40 years old Current term of office expires: 2014 16,348 shares CV
Fabrice de Gaudemar Director of Investments, 36 years old Current term of office expires: 2014 3,324 shares CV