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Following the departure of Jacques Espinasse and Arthur Laffer and the death of Francis Mayer in 2006, the Shareholders’ Meeting appointed Jean-François Dehecq as director and the Board of Directors named Paolo Scaroni and Augustin de Romanet de Beaune in December 2006 and March 2007, respectively. At the May 11, 2006 Shareholders’ Meeting, six directors were reelected for six years. Eight of the Board’s 14 members are independent directors and have no ties to the company, its affiliated companies or its management that might compromise their freedom of judgment.

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The Board of Directors

A distinguished, well-informed Board of Directors, a majority of them independent.

The Board of Directors is responsible for setting the company’s strategy and overseeing its implementation. It approves the financial statements, the appointment of the Chairman and the agenda of the Annual Shareholders Meeting. Chaired by Henri Proglio, who is also the company's Chief Executive Officer, the Board met eight times in 2006, with an average attendance of 73%.

The Board of Directors

The Board of Directors at March 31, 2007
Henri Proglio
Jean Azema (1)
Daniel Bouton (1) (5)
Jean-François Dehecq (1) (4)
Jean-Marc Espalioux (1) (5)
Augustin de Romanet de Beaune (3)
Paul-Louis Girardot (5)
Philippe Kourilsky
Serge Michel (5)
Baudouin Prot (1)
Georges Ralli (5)
Paolo Scaroni (1) (2)
Louis Schweitzer (1)
Murray Stuart (1) (5)

Organized to function effectively

Directors meet regularly with senior management, the Senior Executive Vice President attends Board meetings, and background files are prepared on topics scheduled to come up for discussion. Consequently, Board members are kept fully briefed and informed. Among the background files circulated to the Board in 2006 were briefings on carbon trading and the impact of European directives on urban services. Division heads are periodically invited to present their business operations to the Board, as the heads of Dalkia and Veolia Transport did in 2006.

The Board periodically assesses its own performance. The 2006 assessment found that clear progress had been made since 2004, but identified several areas for improvement, including more time to think about certain issues and more information on competitors, the company's cash position and debt.

The total budget available for payment of directors' fees was increased to 770,000 euros in 2006, chiefly in order to align it more closely with other CAC 40 companies listed in the United States.

Three specialized committees for better decision-making

The Accounts and Audit Committee

The Accounts and Audit Committee, in conjunction with the Statutory Auditors, reviews the appropriateness of the accounting methods used and expresses an opinion on the half-yearly and annual consolidated financial statements. It is informed of the organization and program of internal audits and controls. The Committee met seven times in 2006 with an average attendance of 71.4%.

Murray Stuart (Chairman), Jean Azema, Jean-Marc Espalioux and Paul-Louis Girardot

The Nominations and Compensation Committee

The Nominations and Compensation Committee makes recommendations and proposals for the nomination and renewal of director mandates, the distribution of directors' fees, Chairman and Chief Executive Officer, and compensation and stock option plans. It is also responsible for proposing assessments of the independence of Board members and periodically organizing an assessment of the Board's performance. The committee met twice in 2006, with 100% attendance rate.

Serge Michel (Chairman), Daniel Bouton and Louis Schweitzer

The Strategy, Research, Innovation and Sustainable Development Committee

The Strategy, Research, Innovation and Sustainable Development Committee was set up in September 2006 to assess the company's Research and Development policies and sustainable development programs, these being critical to the strategy of the company. It met three times between September and December 2006 with a 100% attendance rate. It interviewed some 20 senior company executives and made its first recommendations.

Philippe Kourilsky (Chairman), Jean-Marc Espalioux and Paul-Louis Girardot.

(1) Independent member.
(2) Replaces Arthur Laffer. The appointment of Paolo Scaroni is subject to approval by the Shareholders Meeting of May 10, 2007.
(3) Replaces Francis Mayer. The appointment of Augustin de Romanet de Beaune is subject to approval by the Shareholders Meeting of May 10, 2007.
(4) Since May 11, 2006.
(5) Re-elected by the Shareholders Meeting of May 11,2006.