Exhibit 99.2

[The following is a free English translation of the French languageRapport du President du Conseil d'Administration for information purposes only, with no binding or other
effect]

G E N E S Y S    S.A.

A Frenchsociété anonymewith a capital of € 18,307,756
Registered office: "L'Acropole", 954/980 Avenue Jean Mermoz
34000 Montpellier
Registry of Commerce and Companies of Montpellier 339 697 021

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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE
PREPARATION AND ORGANIZATION OF THE BOARD'S WORK, ON ANY
LIMITATIONS ON THE POWERS OF THE MANAGING DIRECTOR AND ON THE
CONTROL PROCEDURES ESTABLISHED BY THE COMPANY

Ladies and Gentlemen:

In
accordance with the new provisions of Article L. 225-37 paragraph 6 of the French Commercial Code, we are reporting on the following items:



The
Chairman has charged the Financial and Legal Departments with performing the necessary preparatory work and diligence, and they have reported to him on these efforts. The statutory
auditors have been informed of the work performed.

I.     Preparation and organization of the work of the board of directors

On November 7, 2003, the board of directors adopted internal rules based on the recommendations of the Bouton report, the purpose of which is to clarify
the terms and conditions of functioning of the board under general principles of corporate governance. The internal rules supplement the provisions of law and the by-laws to which the
board of directors of the Company is subject. They are addressed to members of the board of directors of the Company, permanent representatives of directors who are legal entities, censors and, more
generally, to any person taking part in or attending the board's meetings, whether occasionally or on a regular basis.

1.     Specific rules regarding the functioning and organization of the board and application

1.1    Composition
of the board of directors

The
Company's by-laws provide that the board of directors may have from 3 to 18 members. As of the date of this report, the board is composed of 5 members.

Details
on the composition of the board of directors appear as an annex hereto.

In
accordance with legal provisions, the board of directors decided to retain a single position combining the functions of Chairman and Managing Director during its meeting of
August 7, 2002, when the board renewed François Legros' mandate as Chairman of the Board.

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The
board reviewed the current situation of each of the directors in order to assess his characterization as an independent director based on the criteria listed in the internal rules.
The directors complying with the following conditions shall be deemed independent. Directors shall deemed to be independent if:



For
directors holding 10% or more of the share capital or voting rights of the Company or representing a legal entity holding such an interest, the board shall decide on their
independence by taking into account the composition of the Company's capital and the existence of a potential conflict of interests into account.

Therefore,
under these criteria, the board of directors of the Company includes two independent directors: Patrick Jones and Thomas Abbott.

1.2    Calling
and holding of the board's meetings

During
the fiscal year, the board of directors met 13 times and the participation rate was an average of 88%.

The
average time period for notices calling meetings of the board of directors was approximately 10 days prior to the meeting date.

The
directors may be represented at the board's meetings by another director. The power must be given in writing. During the fiscal year 2003, three Directors used this right of
representation.

The
Chairman presides at the board meetings or, if he is absent, a Vice-Chairman or a director designated by the board of directors acts as Chairman of the meeting. Of the 13
meetings of the board of directors held during fiscal year 2003, all were presided over by the Chairman.

The
Company's by-laws provide directors the option of participating in the deliberations of the board through videoconference. In accordance with the by-laws and
the internal rules, the directors who participate in the board's deliberations through such means shall be deemed to be present for purposes of calculation of the quorum and majority, except for the
adoption of the following decisions: preparation of the annual financial statements, consolidated financial statements, management report, appointment or dismissal of the Chairman and determination of
his compensation, determination of the remuneration or dismissal of the Managing Director, appointment and dismissal as well as determination of the compensation of Deputy Managing Directors. This
option was used during the past fiscal year.

In
accordance with the provisions of Article L. 225-238 of the French Commercial Code, the statutory auditors have also been convened to the board's meetings called to
examine and establish the interim financial statements and the annual financial statements.

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1.3    Information
of Directors

The
Chairman has consistently communicated to the directors, within a satisfactory period of time, all information concerning the Company of which he was aware and the communication of
which he deemed to be relevant in order to enable them to fully exercise their responsibilities.

2.     Interested party transactions

During the fiscal year, new interested party transactions under Article L.225-38 of the French Commercial Code, other than agreements relating
to ordinary course of business transactions have been entered into under arm's-length conditions; a list of these agreements was presented for authorization to the board's meeting of March 30,
2004.

3.     Delegations regarding sureties, pledges and guarantees

The board of directors authorized the Chairman to issue, in the Company's name, sureties, pledges and guarantees up to a global annual amount of
€1,000,000 and each surety, pledge and guarantee may not exceed €200,000.

This
authorization, granted for a 12-month period, will expire on May 7, 2004. At the close of the fiscal year, the Chairman had not granted any such surety, pledge or
guarantee.

4.     Committees created by the board

The board of directors has created committees to improve the functioning of the board and to support the preparation of its decisions. The board has thus created
the following permanent committees: audit committee, compensation committee, and disclosure committee. These committees meet as often as required.

4.1    Audit
Committee

As
of the date of this report, the audit committee is composed of two members: Patrick Jones and Thomas Abbott. In 2003, the audit committee met four times and the attendance rate at its
meetings was 91%. Following the resignation of Paul Sfez, the audit committee is composed of only two members; at its next meeting, the board of directors intends to name Jean-Jacques
Bertrand as a third member of the committee.

The
audit committee shall:



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During
the fiscal year 2003 the audit committee reviewed, in particular, the performance of the Company during each quarter, heard the various managers of the departments that have a
direct influence on financial decisions, heard the statutory auditors during each committee, reviewed the amount of fees charged by the statutory auditors, reviewed the Company's internal control
procedures and made recommendations therefor, heard the financial management team (Financial Management, management control) and closely followed the implementation of the new U.S. Sarbanes-Oxley Act
and new French laws.

In
particular, the audit committee noted that the accounting treatments adopted by the Company were in compliance with applicable rules. The Committee never expressed any reserve
whatsoever on the consolidated financial statements presented to it.

4.2    Compensation
Committee

As
of the date hereof, the compensation committee is comprised of three members: Jean-Jacques Bertrand, Thomas Abbott and David Detert. In 2003, the committee met three times
and all members took part in the meetings.

The
compensation committee is responsible for:



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With
respect to fiscal year 2003, the compensation committee reviewed, in particular, incentive plans for the Company's senior executives, the methods of granting stock options subject
to the position of the employee within the Company, the salary received and the targets assigned to him/her and proposed to the board of directors the amount to be paid as the variable portion of the
Chairman's compensation subject to the results for the fiscal year.

4.3    Disclosure
Committee

The
board of directors has established a disclosure committee made up of ten members: François Legros, Mike Savage, Marie Capela-Laborde, Jean-Marc Albert, Jim
Huzell, Jim Lysinger, Olivier Fourcade, Denise Persson, Andrew Lazarus and Philippe Viry.

In
2003, the disclosure committee met twice.

The
purpose of the disclosure committee is to review the Company's public communications and to make sure that they are accurate and complete. The disclosure committee shall undertake or
supervise each of the following actions:



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II.    Internal control procedures

Internal control is defined by the Group as the set of procedures implemented by the board of directors, the senior managers, and the staff of the Group in order
to provide the board reasonable assurance regarding the achievement of the following aims:



The
Group's definition of internal control is similar to the internationally recognized definition prepared by "COSO" (Committee of Sponsoring Organizations of the Treadway Commission,
the findings of which were published in 1992 in the United States). Please note that, according to the "COSO" authoritative document, internal controls must give reasonable assurance regarding the
achievement of the aims, and cannot, therefore, give an absolute assurance that they will be achieved.

It
should be specified that, considering the recent enactment of the FrenchLoi de Sécurité
Financière(dated August 1st, 2003), this first report describes the Group's internal control system. Generally, this system has been
prepared from an inventory of the existing procedures within the organization and with the support of the financial department of the Group. These procedures are applicable to all subsidiaries within
the Group.

2.1    General
organization of Internal Control

The
board of directors and its committees take part in the operating of the Group as described in the preceding section of this report.



The
Executive Committee, chaired by the Chief Executive Officer, meets formally once a month and includes the persons responsible for each of the main departments of the Group.

This
committee reviews the results and activity of the Company, and decides upon any corrective actions to be implemented.



This
committee, whose role is described in detail above, participates with respect to procedures to establish and review financial information. It reviews, in particular, the
"document de référence" (and its equivalent, the Form 20-F, prepared for the U.S. Securities and
Exchange Commission).



The
Group has adopted a Financial Code of Ethics applicable to the Chief Executive Officer and to the Chief Financial Officer, as well as to the management controllers and heads of
consolidation. The board of directors is responsible for approving this code and any amendments thereto. The board of directors may consult the audit committee when such code is to be amended.

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The
Company first established a procedures manual in August 2000. This manual lists all accounting procedures and processes leading to the preparation of accounting and financial
statements. This manual was fully revised during fiscal year 2003 in order to take into account, among other elements, the growth of the Group over the preceding years.

2.2    Internal
control of accounting and financial information

Under
the authority of the Executive Director Finance, the Management Controls of the Group and the Consolidation Department are responsible for the collection, analysis and consistency
of the Group's financial information, as well as all processes contributing to the preparation of the Group's financial statements.



The
information systems used by the Group's financial department and all of our subsidiaries are structured around the following modules:



During
fiscal year 2003, we completed the implementation of this system. This unique and identical system is now used by each of our entities. The system, called Gedi, was developed
internally by the Information Technology Department.



The
accounting system used is also identical in all of the Group's subsidiaries (Sun Account by Systems Union). This system has been implemented since 1998 and is systematically
installed upon the creation or acquisition of a new entity. The use of a single system enables easy maintenance and facilitates setting parameters as they are determined by the Management Controls of
the Group.



Since
2002, Management Controls has implemented a unique reporting tool (Skover) in order to centralize, in one database, all management data derived from the various systems. At the end
of 2003, the Consolidation Department installed new consolidation software (Safran) in order to unify the integration of the data flows common to management and consolidation reporting, and to reduce
the time period required to establish financial statements. The new system is operational and was used for consolidation on December 31, 2003. The statutory auditors have validated the use of
this system and ensured that balances carried forward correspond to previous closing balances.



Each
year, the long-term business plan is updated based on the latest surveys on economic environment and our market. This plan is prepared by Management Controls and
supervised by the Financial Department and the management.



The
process is initiated each year during the month of November by the Group's Management Controls. The management defines the targets for the forthcoming year according to the Business
Plan and the performance of the current year.

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Each
entity, division and department receives its own objectives and prepares its budget on a monthly basis. The budgets are returned to Management Controls and are then checked and
validated by the management.

The
budgets are then consolidated and presented at the beginning of January to the board of directors for approval.



The
initial budget estimates are updated every quarter by taking the most recent performance into account. This process, steered by the Group's Management Controls, is less formal than
the process of preparation of the annual budget but involves the persons responsible for each main functional department as well as the finance teams of our various entities.



This
is the principle follow-up, control and steering tool. It is made up of a series of documents prepared by the various entities of the Group, validated and analyzed by
Management Controls and submitted to the members of the Executive Committee.

In
this monthly reporting, the key indicators of the activity and the comments on trends and differences compared to the budget appear for each of the main segments and the main
departments of the Company.

The
accounting data and management indicators are checked and analyzed by the Group's Management Controls and consolidated within a single database.

In
order to facilitate the monthly reporting and improve the speed with which reports are prepared, the Group's Management Controls has set up closing processes in each entity.
Instruction memoranda have been sent, detailing the preparation and reporting processes and schedule to be complied with.



Each
quarter, Consolidation Management carries out a statutory consolidation of all the entities within the Group's perimeter.

These
consolidated financial statements are prepared according to accounting principles generally accepted in France (CRC regulation No. 99-02). However, considering
its double listing on Euronext Paris and on the Nasdaq National Market, the Company presents a reconciliation between financial statements presented according to French generally accepted accounting
principles and the financial statements prepared for the U.S. Securities and Exchange Commission according to U.S. generally accepted accounting principles.

Consolidation
Management updates and sends the consolidation procedures to the subsidiaries, so that they can submit homogenous financial information. These procedures establish the
accounting plan to be used as well as the principles and definition of the various captions of the consolidation segments.

The
segments are prepared according to local accounting principles. Reprocessing is performed by the Group's Consolidation Management.

The
consolidated financial statements prepared each quarter are reconciled with the management reporting. This is a critical step of consistency control that will be facilitated, from
2004 onwards, by the use of a single flow of data and a unified system.

The
statutory auditors participate, at the request of the Company, in a limited review at the end of each of the first three quarters, as well in the annual audit of the financial
statements.

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2.3    System
retained and action plans

The
Company's objective is to be able to carry out a global assessment of the relevance and correct application of its internal controls in the future.

During
the year 2003, the Company continued to develop its internal controls by:



The
Company intends to continue its efforts to implement such procedure through key control issues that will allow it to better evaluate and control its risks.

In
this respect, the Company will create an Internal Audit department in 2004, which will enable to assess the quality and efficiency of internal controls and to improve internal
controls through its recommendations.

The
Group's management will provide full support to action plans, which it recognizes are significant for the Company's proper development.

III.  Exercise of the Company's general management and limitations on the powers of the Managing Director

The Board of Directors has decided that a single person shall exercise the powers of Chairman of the Board of Directors and Managing Director.

The
Chief Executive Officer (Président Directeur Général) has been granted the broadest
powers to act in all circumstances in the name of the Company. He exercises these powers within the limit of the corporate purpose and subject to the powers that the law expressly grants to
shareholders' meetings and to the Board of Directors. He represents the Company in its relations with third parties.

The
internal rules of the Board of Directors specify in a non-exhaustive way the decisions that must be previously approved by the Board. Therefore, the Chief Executive
Officer must consult the Board regarding:



Done
in Montpellier,

On
April 15, 2004,

|/s/ FRANÇOIS LEGROSFrançois Legros
The Chairman of the Board of Directors
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