Supervisory Board

The role of the Supervisory Board is to monitor the management of the company in the best interests of the shareholders and to oversee the quality of the information communicated to them. 


The Supervisory Board has nine contributing members :

Antoine Jeancourt-Galignani

Current Position : Member of the board of directors of SNA Holding (Bermuda) and Gecina

Chairman of the Supervisory Board, he was elected to the Supervisory Board in 1989. He was appointed Chairman in September 1995. He was a member of the financial accounts committee from its founding in November 1997 until May 2006. He is currently member of the board of directors of SNA Holding (Bermuda) and Gecina.

Valérie Bernis

Current position: Executive Vice President in charge of Communications and Sustainable Development of the Suez Group

Elected as a member of the Supervisory Board in 2008, she is currently member of the Executive Committee of the Suez Group and member of the Board of Directors of Suez Tractebel and SMEG (Société monégasque d'électricité et de gaz), and permanent representative of Suez on the Supervisory Board of SAIP (Journal Libération).

Gérard Bouché

Current Position: Owner and operator of the E. Leclerc Shopping Center of Coulommiers, the golf of Boutigny (Seine-et-Marne-France) and Chairman & Chief Executive Officer of Bouché Distribution S.A.S.

Elected to the Supervisory Board in 2007. He is the owner and operator of the E. Leclerc Shopping Center of Coulommiers and the golf of Boutigny (Seine-et-Marne-France). He is also Chairman & Chief Executive Officer of Bouché Distribution S.A.S., a French corporation.

Michel Corbière

Current Position: Chairman and Chief Executive Officer of the Group Forest Hill - Aquaboulevard de Paris

Elected to the Supervisory Board in 2006. He is the founder of the group Forest Hill, specialized in sports and leisure activities as well as in the hotel industry. He is also the founder of the French company Aquaboulevard de Paris.

Philippe Geslin

Current position: Different corporate positions within financial institutions and companies (Etam Développement, Gecina...)

Elected to the Supervisory Board and to the financial accounts committee in 2007. He holds various corporate positions and board memberships in financial institutions and major companies (Calyon, Crédit Foncier de Monaco, Union Financière de France-Banque, Gecina and Etam Développement).

Philippe Labro

Current Position: Project Director, Design and Operations of Labrocom SARL and Vice President of Direct 8

Elected as a member of the Supervisory Board in 1996 and has been a member of the nomination committee since November 2002. He was Vice President and General Manager of the RTL France Radio. He is currently Project Director, Design and Operations of Labrocom S.A.R.L. and Vice President of Direct 8.

James A. Rasulo

Current Position Chairman of Walt Disney Parks & Resorts for TWDC

Elected as a member of the Supervisory Board in March 2003. He is currently Chairman of Walt Disney Parks & Resorts for TWDC.

Anthony Martin Robinson

Current Position: Executive Chairman of Center Parks UK Plc

Elected as a member of the Supervisory Board in 2004. He is currently Executive Chairman of Center Parks UK Plc. He is a member of the Financial Accounts Committee.

Thomas O. Staggs

Current Position: Senior Executive Vice President Finance and Chief Financial Officer and Chairman of the Investment and Administrative Committee of TWDC

Elected as a member of the Supervisory Board in March 2002, he has been a member of the nominations committee since November 2002. He is currently Senior Executive Vice President Finance and Chief Financial Officer and Chairman of the Investment and Administrative Committee of TWDC.

Group Overview

Group Structure

HOLDING COMPANY

Euro Disney S.C.A. (the "Company")
Euro Disney S.C.A. is the holding company of the Group and is the listed company. The main asset of the Company is its investment in 82% of the share capital of its subsidiary, Euro Disney Associés S.C.A. ("EDA"). The general partner of Euro Disney S.C.A. is EDL Participations S.A.S., a subsidiary of The Walt Disney Company (TWDC) and the gérant of Euro Disney  S.C.A. is Euro Disney S.A.S., which is also a subsidiary of the TWDC. Mr Philippe Gas is the Chairman & Chief Executive Officer of the Euro Disney S.A.S.

OPERATING COMPANIES

Euro Disney Associés S.C.A. 
EDA operates Disneyland® Park and Walt Disney Studios® Park, the Disneyland Hotel, Davy Crockett® Ranch and Golf Disneyland® and manages the real estate segment of the Group. Euro Disney S.C.A. holds 82% of EDA share capital. The remaining 18% of EDA share capital is held by two indirect subsidiaries of The Walt Disney Company ("TWDC"): EDL Corporation S.A.S. and Euro Disney Investments S.A.S. The General Partners of Euro Disney Associés S.C.A. are Euro Disney Commandité S.A.S., a wholly-owned company of Euro Disney S.C.A. and EDL Corporation S.A.S. and Euro Disney Investments S.A.S. The gérant is Euro Disney S.A.S.


EDL Hôtels S.C.A.
EDL Hôtels S.C.A., a wholly-owned company of EDA, operates all of the Hotels (except the Disneyland Hotel and Davy Crockett Ranch), and also Disney® Village. The General Partner of EDL Hotels S.C.A. is EDL Hotels Participations S.A.S., a société par actions simplifiée and a wholly-owned company of the Euro Disney S.C.A. The gérant of EDL Hotels S.C.A. is Euro Disney S.A.S.

FINANCING COMPANIES

Effective 1 October 2003 (first day of Fiscal Year 2004), the Financing Companies described below were included in the consolidated reporting group (see paragraph entitled "Significant Accounting Policies" discussed in Note 3 of the Consolidated Financial Statements of the Reference Document).

Phase IA Financing Company 
The Phase IA Financing Company, Euro Disneyland S.N.C., a company incorporated as a French société en nom collectif  owns Disneyland® Park and leases it to EDA.
The partners of the Phase IA Financing Company are various banks, financial institutions and companies holding an aggregate participation of 83%, and Euro Disneyland Participations S.A.S., a French société par actions simplifiée and an indirect wholly- owned subsidiary of TWDC, holding a participation of 17%. The Group has no ownership interest in the Phase IA Financing Company. The Phase IA Financing Company is managed by a management company, Société de Gérance d'Euro Disneyland S.A.S., an indirect wholly-owned company of TWDC.


Phase IB Financing Companies
The Phase IB Financing Companies are incorporated as French sociétés en nom collectif and are governed by the same principles as the Phase IA Financing Company. Each of these companies (i) rents the land on which the related hotel or Disney Village, as the case may be, is located, from EDL Hôtels S.C.A., (ii) owns the related hotel or Disney Village, as the case may be, and (iii) leases the related hotel or Disney Village, to EDL Hôtels S.C.A.  The partners of the Phase IB Financing Companies are various banks and financial institutions that are creditors of the Phase IB Financing Companies.  The management company of each of the Phase IB Financing Companies is EDL Services S.A.S., a French société par actions simplifiée and a wholly-owned subsidiary of EDA.


Centre de Congrès Newport S.A.S.
Centre de Congrès Newport S.A.S., a French société par actions simplifiée and indirect wholly-owned subsidiary of TWDC, entered into a ground lease with EDL Hôtels S.C.A. pursuant to which it financed and acquired the Newport Bay Club®  Convention Centre and, when completed, leased it back to EDL Hôtels S.C.A. with an option to repurchase such assets.

Corporate Bodies

Euro Disney S.C.A., the holding company of Euro Disney Group ("The Group"), Euro Disney Associés S.C.A. and EDL Hôtels S.C.A., the operating companies of Disneyland® Resort Paris, are each a French société en commandite par actions. 

Under French law, the structure of a société en commandite par actions introduces a distinction between the gérant, which is responsible for operating the company, and the supervisory board, which oversees the management of the company. The two other components of the legal structure of a société en commandite par actions are the general partners and the limited partners.

THE MANAGEMENT COMPANY ("gérant")

The role of the gérant of a société en commandite par actions is to manage the company in the company's best interests. For disclosure of the list of the members of this Executive Committee and the positions that each holds, see the Management Team.

THE SUPERVISORY BOARD

The role of the Supervisory Board is to monitor the management of the company in the best interests of the shareholders and to oversee the quality of the information communicated to them. For disclosure of the list of the members of the Supervisory Board, please consult the Management Team Section. The Euro Disney S.C.A. Supervisory Board Members' Charter dictates fundamental obligations to which the members of the Board must conform. The Supervisory Board of EDL Hôtels S.C.A. consists of subsidiaries of Euro Disney Associés S.C.A.

Two Committees have been created within the Supervisory Board of Euro Disney S.C.A.:
- A Financial Accounts Committee, created in 1997, is composed of three members of the Supervisory Board, namely Mr Philippe Geslin, Mrs Valérie Bernis and Mr Anthony Martin Robinson. Its role is to review, on behalf of the Supervisory Board, the Company's financial reporting process and the audit thereof, and the internal control environment and the review thereof. The Financial Accounts Committee also reviewed the internal and external audit functions.

- A Nomination Committee, created in 2002, is composed of two members of the Supervisory Board, namely, Mr Philippe Labro and Mr Thomas O. Staggs. Its role is to propose candidates as members of the Board. 

THE GENERAL PARTNERS

Towards third parties, the general partners have unlimited liability for all debts and liabilities of the company. For disclosure of the general partners and the operating companies of Disneyland Resort Paris, see "Group Structure".

THE LIMITED PARTNERS

The limited partners are the shareholders. Their rights are represented by shares which are identical to shares of a company which is structured as a société anonyme. The shareholders are convened to general meetings of shareholders and deliberate in accordance with the legal and regulatory requirements in effect.

MANAGEMENT COMPENSATION

Management Compensation
For disclosure of the compensation of the Gérant, of the Members of the Executive Committee and the members of the Supervisory Board, see our last Reference Document.

STOCK OPTIONS

The Company's shareholders have approved the implementation of different stock option plans since 1994. 
The options are valid for a maximum of 8 years from their issuance date and become exercisable in equal installments beginning one year from the date of grant. For further information about stock options, see the Euro Disney FY2006 Consolidated Financial Statements. 

Internal Controls

The Euro Disney Group is committed to governance policies and practices that assure shareholder interests are represented in a thoughtful and independent manner. We conduct business in accordance with the highest standards of business ethics and comply with applicable laws, rules and regulations. 

Code of  Business  Conduct

The Group applies the "Standards of Business Conduct" required by TWDC to its Chairman and Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer. These standards include guidelines on both ethical and legal business conduct. A copy of this document can be found on the TWDC web site at http://corporate.disney.go.com/. 
The Group formalized a Code of Business Conduct (the "Code"), which has been made available to all employees on October 1, 2007. This Code draws its inspiration from the Group's fundamental values of which integrity, honesty, trust, respect, fair play and teamwork. This Code is intended to serve as a reference for the business practices of each employee of the Group. This Code consists of a list of ethical standards as well as a reminder of legal standards. It states a certain number of fundamental principles concerning the Group's relations with its guests, with its employees, with its shareholders, with its partners, suppliers or sub-contractors and with the community at large. This Code was elaborated in respect of the recommendations from the French Commission Nationale Informatique et Libertés and following the usual consulting process of the employees' representatives.

Steering Internal Control

The Group devotes significant resources to the monitoring of compliance with internal control procedures. The departments or functions with primary responsibility for this task are internal audit function, loss prevention, operational audit function, and the business planning and control department. 

Conflicts of Interest

 To management's knowledge, members of the Executive Committee or of the Supervisory Board: 

• Have not been convicted of any fraudulent offences in the previous five years; 
• Have not been associated in the previous five years with any bankruptcies, receiverships or liquidations; 
• Have not been involved in any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies); 
• Have no family relationship conflicting with their responsibility as members of the Executive Committee or of the Supervisory Board.  

Mr. Rasulo and Mr. Staggs are senior executive officers of TWDC and Mr. Geslin is member of the board of directors and member of the audit committee of Calyon, which has been part of the Group's financing, acting both as lender and banks' agent. In order to avoid any potential conflict of interest or confidentiality situations, Mr. Geslin has undertaken to refrain from discussing on any matters which potentially could involve a conflict of interest. Except as aforementioned, to the Group's knowledge, no potential conflicts of interest between any duties of the Group, of the members of the Executive Committee or of the Supervisory Board and their private interests and/or duties exist.
 

The Company is required to disclose financial information to its shareholders and more generally to the financial markets and the public. Management's objectives with respect to financial disclosures are:

• to provide financial reporting which allows users of that information with a true and fair view of the financial position, results of operations and cash flows of the Group
• to ensure the consistency and quality of the information provided, which is essential to the Group's credibility and compliance with applicable laws
• to adhere to the principle of equal shareholder access to information by controlling the distribution of information through a single centralized source at the Group level.      

All financial communications are drafted by the controllership department of the finance division after consultation with the applicable rules or regulations related to the specific document or disclosure. Financial communication documents, including press releases, management reports and financial statements are reviewed by a cross-section of the Group's top management including the Chairman and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Internal Legal Counsel, Investor Relations and Corporate Communications department.

LSF and SOX Compliance

To comply with the LSF and Section 404 of SOX, the Group launched in October 2003 a project to improve its existing process control documentation with the assistance of the accounting firm Ernst & Young. As a Frenchlisted company, the Group was required to provide disclosures concerning its internal control environment and controls for the first time beginning in Fiscal Year 2004. Following its de-registration as a foreign private issuer with the SEC in September 2007, the Group is no longer required to comply with the provisions of Section 404 of SOX. However, as a consolidated subsidiary of TWDC, the Group is required to participate in TWDC's Section 404 of SOX compliance program.  
This exercise includes the following: analysis of the Group's financial statements and disclosures to determine the key processes requiring study; a financial and operational risk assessment; establishment of comprehensive documentation of each selected process, the identification and description of key controls and the risks they mitigate; independent testing of the identified key controls for correct design and effectiveness; and remediation of any key controls deemed to need improvement as a result of the tests.