Embedding our governance
Effective long-term governance requires a committed approach and aims to anticipate risks and opportunities and integrate the major risks faced by the company in its internal control.
Independance
Good governance standards |
Situation on March 15 2008 | |||||
Directors among themselves and in relation to management |
Presence of at least 50% of independent directors within the board and on committees (Accounts, And Audit Committee; Nominations and Compensation Committee; Strategic Research, Innovation and Sustainable Development Committee) • Definition of independence adopted by the internal regulations of the board of directors |
Board
|
Accounts and Audit Committee
|
Nominations and Compensation Committee
|
Strategic research, innovation and sustainable Development Committee
| |
Average duration of a director's mandate of four years |
six years (half renewed every three years, last done in 2006) | |||||
Statutory auditors in relation to management |
Auditors cannot offer advisory services, except for services related to the audit |
yes | ||||
Auditor - director meetings without the presence of management. |
yes | |||||
Role in decision making
|
Good governance standards |
Situation on March 15 2008 | |||||
Directors |
Maximum five accumulated mandates. |
yes* | |||||
Number of meetings and average attendance at board meetings and committee meetings
|
Board
|
Accounts and Audit Committee
|
Nominations and Compensation Committee
|
Strategic research, innovation and sustainable Development Committee 10 | |||
Annual evaluation of the operation of board meetings and committee meetings |
yes** | ||||||
Formal evaluation of operation of the board once every three years |
yes** | ||||||
Shareholders |
Percentage of votes cast in the General Assembly by shareholders present, represented or voting by correspondence in 2007 (therefore apart from mandates to the President). |
95,66 % | |||||
Participation ratio (quorum) at the last general assembly (2007) |
61,21 % | ||||||
Other Stakeholders |
Number of resolutions related to the company's social responsibility (CSR) proposed and voted in the General Assembly in 2007 |
none | |||||
Number of persons who raised questions related to CSR in 2007 |
Three out of sixteen questions | ||||||
* To the company's knowledge, based on declarations of directors and excluding legal waivers.
** In addition to a formal evaluation every three years, the board of directors must include an item on the agenda to evaluate and debate its operation once a year. The most recent formal evaluation was held in 2007.
Financial information
Good governance standards |
Situation on March 15 2008 |
||||
2007 remuneration of the company representative (CEO) *** |
2 374 033 euros | ||||
Criteria for determining and fixing remuneration of the CEO and his main directors |
See chapter 15 in the 2007 reference document | ||||
Number of share purchase options awarded to the CEO and the ten largest assignments in 2007 • Options awarded to the Chairman |
110, 000 | ||||
*** Total gross remuneration including fixed and variable remuneration, attendance fees paid during the year 2007 by the company and its subsidiaries, and benefits in kind.
Risk mapping
These standards must provide a basis for the company's environmental and social responsibilities applicable throughout the world, independently of the state of local regulations.
In continuation of work done to evaluate internal control, a map of the major risks affecting the Group was drawn up in 2006 based on about 150 internal interviews with supervisors.
The risk evaluation was carried out at the Group level and reproduced in each division. This enabled an analysis of the gross risk, the residual risk and existing control levels.
Based on this map, a steering group was set up to ensure continuous improvement in risk management. Risk committees are organised regularly (four meetings in 2007) under the chairmanship of the Veolia Environnement Chief Executive Officer, to initiate implementation of globally coordinated risk management strategies.
"Risk controllers" have been made responsible for drawing up and deploying action plans for each identified principal risk, in coordination with risk managers of Veolia Environnement divisions. The Group's assurance and internal audit programs have also been restructured to include major risks.
Awareness of ethics and sustainable development
14 awareness seminars were organised for more than 400 Group executives between October 2004 and December 2005, around the "Ethics, Commitment and Responsibility Program".
Veolia Environnement is continuing action in this area by creating and deploying a training program for several thousand Group executives from 2007 onwards, on respecting competition law.
Veolia Environnement has defined its sustainable development commitments in its Charter, updated in 2006 (http://www.sustainable-development.veolia.com/en/)
We use a global system to ensure that we respect our obligations and take account of challenges at all stages in their development, from latency to institutionalization.
Degree of commitment of Veolia Environnement
