Committees of the Board of Directors

4 committees assist the Board of Directors in their decision making.

The strategic committee

Provides its opinion and makes recommendations to the Board of Directors on:

• strategic orientations planned by the Board of Directors or proposed by the CEO,
• all projects for external and internal growth, sales of corporate assets, strategic agreements, alliances or partnerships submitted to the Board of Directors.

Under the chairmanship of Gérard Mestrallet, it includes:

• Nicolas Bazire,
• Gilles Benoist,
• Harold Boël,
• Alain Chaigneau,
• Gérard Lamarche,
• Guillaume Pepy,
• Olivier Pirotte.

In 2010 the Committee met three times with an attendance rate of 79.2% and reviewed the Company’s global strategy, the activities in Australia, the strategy of the International Division, as well as the strategy of the Waste Division in the United Kingdom and Benelux-Germany.

The Audit and ACCOUNTS Committee

Assists the Board of Directors in ensuring the accuracy and veracity of the corporate and consolidated financial statements of SUEZ ENVIRONNEMENT, the quality of internal audits and information provided to shareholders and the market.

Chaired by Ezra Suleiman, an independent board member, it includes:

• Nicolas Bazire,
• Gérard Lamarche,
• Guillaume Pepy,
• Olivier Pirotte.

The Audit and Accounts Committee met seven times in 2010, with an attendance rate of 85.70%. The main topics addressed by the Committee were as follows: the review of the annual financial statements as of 31 December, 2009, the half-yearly financial statements as of 30 June, 2010, the quarterly financial statements, the financing and debt position, and the progress in the COMPASS cost optimisation program.

The Statutory Auditors presented to the Committee the essential elements of the Company’s results and the main options taken. The Committee was also invited to discuss transactions with related parties, cash forecasts, and management’s outlook reports.

The Committee also reviewed the 2010 annual internal audit report and approved the internal audit plan for 2011. The Committee reviewed and monitored progress in the internal control plans defined in conjunction with the principal entities of the Group. The Committee analysed the risk mapping prepared by the Investment and Risk Department and the measures taken to manage identified risks. The Committee regularly took stock of major litigation cases in progress.

In 2010, the Committee approved the fees paid to the Statutory Auditors. The Committee also approved beforehand the tasks assigned to the Statutory Auditors outside their audit responsibilities. The Statutory Auditors took part in all meetings of the Audit and Financial Statements Committee.

The Ethics and Sustainable Development Committee

It is responsible for ensuring compliance with:

• the individual and collective values on which SUEZ ENVIRONNEMENT bases its decisions,
• the rules of conduct for all employees.

Chaired by Guillaume Pepy, an independent board member, it includes:

• Gérald Arbola
• Lorenz d’Este

In 2010, the Committee met three times, with an attendance rate of 100%.

The main issues addressed by the Committee were the Annual Report on Ethics, the 2009 health and safety report and environmental audit, corporate social responsibility, the Group’s health and safety policy, sustainable development issues (2009 report, biodiversity policy), extra-financial ratings and Group actions to support employees with disabilities. Industrial risks, protection of individuals and the management of sensitive sites were also addressed.

The Appointments and Compensation Committee

It makes recommendations and proposals related to the salaries of senior management and the appointment of new directors. It also sets the annual goals that act as a reference for determining the performance-related segment of the CEO’s salary.

Chaired by Lorenz d’Este, an independent board member, it includes:

• Amaury de Sèze
• Ezra Suleiman

In 2010, the Appointments and Compensations Committee met five times with an attendance rate of 93.3%.

The main issues addressed by the Committee related to the governance and review of the Board, the independence of Directors, the staggering of Directors’ mandate renewals, and gender equality within the Board. The Committee also discussed succession plans.

The Committee discussed the GDF SUEZ employee shareholder program, the stock option and performance share allocation plans and the proposed individual allocations, as well as the changes to the employee shareholding of SUEZ ENVIRONNEMENT.