<27> Remuneration committee: The remuneration committee comprises Jacques Clay, Michel Guillet and Cornelius Geber.Its role is to make proposals to the Board of Directors about the remuneration of Neopost’s top managers and the allocation of stock options. The committee met once in 2002. Audit Committee: The audit committee comprises Pierre Bonelli,Henk Bodt and Raymond Svider. Its role is to: n give an opinion on the appointment or renewal of auditors, n ensure the independence and the objectivity of the auditors, n satisfy themselves on the frame of reference for account consolidation, the relevance and permanence of accounting methods used to establish consolidated or local accounts as well as the adequate treatment of significant operations at the Group level, n ensure  that  through  the  Executive  Officers  legal  and financial communication to the stock exchange authorities are carried out regularly . Assess the degree of satisfaction of auditors  about  the  quality  of  information  received  from departments of the company during their mission, and collect comments  of  the  management  regarding  the  degree  of sensitivity  of  auditors  to  the  Group’s  business  and  its environment, n  examine   all   information   related   to   operations   and transactions of the company  raising ethical problems, and to transactions  which,   according  to  their  nature  and  the individual(s) concerned could suggest a conflict of interests. The audit committee met twice in 2002. Appointments committee: In its 1 April 2003 meeting, the Board of Directors decided to set up an appointments committee made up of Jacques Clay, Michel Guillet, Cornelius Geber and Jean-Paul Villot. The committee’s role is to: n propose a definition of an independent director, n issue recommendations, as and when required, about the independence of a director, and suggest to the Board possible changes in its composition, n pre-select candidates for Board membership, according to the following criteria: • independence, competence, motivation and availability, • suitability with respect the Board’s current composition and desired changes to the Board, • the  need  to  maintain  the  right  number  of  independent directors on the Board, n pre-select the future CEO, n examine all issues relating to the rights and obligations of Board members. Six of Neopost’s Directors are independent, according to the definition set out in the Viénot and Bouton reports. The  appointments  committee’s  role  will  also  be  to  issue opinions  regarding  the  independence  of  Board  members according to the criteria it has defined. OUTLOOK FOR 2003 Despite   the   weak   economic   environment,   Neopost   is confident that it can show growth in 2003.Recently-acquired Ascom Hasler and Stielow will be consolidated over the full year in 2003. In addition, as a result of investments in recent years,  the  company  benefits  today  of  a  renewed  range  of folders / inserters as well as a brand new range of digital franking machines,which will enable it to continue benefiting from the technological changes demanded by postal services. However,  Neopost’s first-half performance will suffer from the high basis for comparison in 2002.The postal rate change in the US, in the second quarter of 2002, led to additional sales of dollar 13 million.These sales will not recur in 2003, nor will revenues relating to the euro conversion in Germany, Italy,  the  Netherlands  and  Belgium,  estimated  at  euro 8 million in the first half of 2002. Neopost will not be able to show  organic  growth  until  it  has  made  up  the  resulting shortfall in revenues. Sales could also be damaged by the dollar’s slide against the euro. Neopost generates 43% of its sales in North America, and  a  5  cent  decline  in  the  dollar  reduces  its  sales  by euro 16 million. However, the resulting impact on net profit is much less, due to currency hedging. Despite the aforementioned risks, Neopost is highly confident in its ability to achieve strong growth in net profit in 2003, due to three main factors: n the elimination of losses at Neopost Online, n expected  synergies  of  at  least  euro  11  million  from  the Ascom Hasler acquisition, out of the total of euro 22 million projected in 2004, n  increased  productivity  in  new  product  lines,  a  large proportion of which are being produced by subcontractors in China. Management discussion and analysis