The Board of Directors

• Henri Proglio
  Chairman of the Board of Directors of Veolia Environnement
• Louis Schweitzer
  Deputy Chairman of the Board of Directors of Veolia Environnement
  Chairman of the Board of Directors of Renault
• Jean Azema
  Chief Executive Officer of Groupama
• Daniel Bouton
  Chairman of the Board of Directors of the Société Générale
• Jean-François Dehecq
  Chairman of the Board of Directors of Sanofi Aventis
• Pierre-André de Chalendar
  Chief Executive Officer of the Compagnie de Saint-Gobain
• Augustin de Romanet de Beaune
  Chief Executive Officer of the Caisse des Dépôts et Consignations
• Jean-Marc Espalioux
  Chairman and Chief Executive Officer of Financière Agache Investissement
• Paul-Louis Girardot
  Chairman of the Supervisory Board of Veolia Eau
• Esther Koplowitz ⁽¹⁾
  Deputy chair of the Board of Directors of Fomento de Construcciones y Contratas (FCC)
• Philippe Kourilsky
  Professor at the Collège de France
• Serge Michel
  Chairman of Soficot
• Baudouin Prot
  Director - Chief Executive Officer of BNP Paribas
• Georges Ralli
  Deputy Chief Executive Officer and general partner of Lazard Frères
• Paolo Scaroni
  Chief Executive Officer of ENI (Italy)

(1) A proposal will be submitted to the Annual General Shareholders' Meeting of 7 May 2010 to ratify the appointment of Esther Koplowitz, deputy chair of the Board of Directors of the Spanish company Fomento de Construcciones y Contratas (FCC), as a board member to replace Murray Stuart as of 1 January 2010.

Chaired by Henri Proglio, the Board of Directors is responsible for setting the company's strategy and overseeing its implementation. Furthermore, under the company's articles of association, certain signifi cant decisions are submitted for the committee's approval. For instance, out of the 11 sessions held in 2007, 4 exceptional sessions were dedicated to acquisition projects and the June 2007 capital increase. The average attendance rate was 77.9%.

Directors can meet senior executives, background files are prepared on topics scheduled to come up for discussion, and the Senior Executive Vice President and General Secretary attend Board meetings. In 2007, the Board was kept fully briefed and informed about the company's fi nancial situation and cash position by the reports drafted by the Accounts and Audit Committee. It dedicated a session to a review of the company's main strategic guidelines, which took the form of a presentation and discussion of the long-term plan and included presentations by the heads of the four divisions.

The Accounts and Audit Committee 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 means implemented and organization in place for internal audits and control and expresses an opinion on the Statutory Auditors' work plan and fees.
The committee met six times in 2007 with an average attendance rate of 77.8%.

• Murray Stuart (Président)
• Jean-Marc Espalioux
• Paul-Louis Girardot

The Nominations and Compensation Committee annually assesses the independence of Board members and makes proposals to the Board concerning the remuneration of the Chairman and Chief Executive Officer. In 2007, it proposed the cooptation of Augustin de Romanet de Beaune as a director and carried out a formal assessment of the operation of the Board of Directors.
The committee met three times, with a 100% attendance rate.

• Serge Michel (Président)
• Daniel Bouton
• Louis Schweitzer

The Strategy, Research, Innovation and Sustainable Development Committee was set up in 2006 and met 10 times in 2007 with a 100% attendance rate.
The committee analyzes and assesses the company's strategy in innovation, technology watch and Research and Development, and identifies areas for improvement. Members: Philippe Kourilsky (Chairman), Jean-Marc Espalioux and Paul-Louis Girardot.

• Philippe Kourilsky (Président)
• Jean-Marc Espalioux
• Paul-Louis Girardot