This section contains more factual information on corporate governance in general and the application of the Code at Recticel during the past financial year in particular.

Recticel’s Board of Directors comprises fourteen members. There are three independent directors, including the Chairman. The Managing Director represents both a reference shareholder and the management. Seven other directors represent reference shareholders and three other directors represent the management. The table below provides an overview of the members of Recticel’s Board of Directors during the financial year 2007 and up to the present.

On the proposal of the Board of Directors, after consultation of the Remuneration and Appointments Committee, the Extraordinary General Meeting of 9 October 2007 appointed Mr Vincent Doumier as director for a four-year term of office which will expire at the close of the Annual General Meeting of 2011.

The term of office of the director of VEAN NV, represented by Mr Luc Vansteenkiste, expires at the close of the Annual General Meeting of 2008. In accordance with the advice of the Remuneration and Appointments Committee, the Board of Directors will propose to the Annual General Meeting re-election for a further four-year term of office which will expire at the close of the Annual General Meeting of 2012.

The Board of Directors will propose to the Annual General Meeting of 20 May 2008 the appointment of the company SOGELAM SA, represented by Mr Luc Willame, located in 1150 Brussels, avenue Grandchamps 282, as company director for a four-year term of office which will expire at the close of the Annual General Meeting of 2012.

Mr Luc Willame was Chairman of AGC Flat Glass (Asahi Glass) until 2005 and holds several directorships, including at Compagnie du Bois Sauvage SA. He is also Chairman of the Brussels Regional Development Agency.

The company SOGELAM, represented by Mr Luc Willame, meets the functional, family and financial criteria of independence laid down by law. None of the criteria precluding the capacity of independent director, listed under points 1, 2 and 3 of Article 524, § 4 of the Companies Code, apply to it. Furthermore, the company SOGELAM, represented by Mr Luc Willame, declares, and the Board of Directors considers, that it maintains no links with any company of a nature to jeopardise its independence.

The company SOGELAM, represented by Mr Luc Willame, also meets the criteria of independence provided for in the Belgian Corporate Governance Code. It must be pointed out that Mr Luc Willame occupies the post of director of the reference shareholder Compagnie du Bois Sauvage. However, in view of his status of independent director of Compagnie du Bois Sauvage, the Board of Directors is of the opinion that the company SOGELAM, represented by Mr Luc Willame, nevertheless meets the independence criteria.

The Board of Directors proposes appointing the company SOGELAM as independent director.

The Board of Directors met seven times in 2007. One meeting focused on the 2007 budget, two meetings dealt mainly with approving the annual accounts at 31 December 2006 and the interim accounts at 30 June 2007, and the other meetings were devoted mainly to the dossier on the issue of the convertible bond loan. Two meetings covered the new editions of the Recticel Group Stock Option Plan. One meeting was held by teleconferencing.

Each meeting also deals with the corporate strategy, a business review per division and the most important current acquisitions and/or disposals. Other matters (human resources, external communication, litigation and legal issues, delegations of authority, etc.) are discussed as and when necessary.

The written decision-making procedure was not used in 2007.

During 2007, no conflicts of interests arose between a director and the company as referred to in Articles 523 and 524 of the Companies Code, except in the context of the Stock Option Plan, when Mr Luc Vansteenkiste, Mr Edouard Dupont, Mr Robert Westdijk and Mr Marc Clockaerts had a conflict of interests. The above-mentioned articles were applied. Reference is made here to the annual report, which contains an extract from the minutes of 2 May 2007 and 3 December 2007.

Mr Philippe Jous, Corporate General Counsel, acts as secretary to the Board of Directors, assisted in this by Mr Dirk Verbruggen, Company Secretary.

The Board has set up two committees.

• The Audit Committee

  The Audit Committee currently has four members, all nonexecutive directors, including two independent directors.

  The composition of the Audit Committee does not comply with principle 5.2./1 of the Belgian Corporate Governance Code, which provides that a majority of the Committee must consist of independent directors. However, Recticel considers that it complies with the spirit of these provisions, since, according to the Audit Committee Charter, in the event of an equal number of votes for and against, the Chairman of the Audit Committee, who must be an independent director, has the casting vote.

  The table below lists the members of the Audit Committee during the 2007 financial year and to the present.

  Name	Office	Percentage Attendance
  Klaus Wendel	Chairman	100%
  Etienne Davignon	Member	100%
  Wilfried Vandepoel	Member	100%
  Tonny Van Doorslaer	Member	100%

  The Audit Committee met four times in 2007. Two meetings were devoted primarily to examining the annual accounts at 31 December 2006 and the interim accounts at 30 June 2007. Two meetings were devoted to the internal audit programme, risk management, taxation and accounting issues relating to IFRS.

• The Remuneration and Appointments Committee

  The Remuneration and Appointments Committee consists of three members, all non-executive directors including two independent directors. Its composition is as follows:

  Name	Office	Percentage Attendance
  Etienne Davignon	Chairman	100%
  Guy Paquot	Member	50%
  1Louis Verbeke	Member	100%
  1 in his capacity as Manager of Louis Verbeke BVBA.

  The Remuneration and Appointments Committee met twice in 2007.

  One meeting dealt with the remuneration and bonuses of the executive management and one meeting related to the new edition of the Stock Option Plan.

The Board of Directors has assigned the executive management of the company to the public limited liability company Vean, registered office Stationsstraat 172, 9260 Wichelen (Schellebelle), represented by its Managing Director and permanent representative, Mr Luc Vansteenkiste.

The Managing Director is assisted by the Management Committee, the members of which are listed hereafter.

The Management Committee has an advisory function and is not an executive committee within the meaning of the Companies Code.

The Management Committee has an advisory function and is not an executive committee within the meaning of the Companies Code.