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



The
Chairman has mandated the Company's Legal and Financial Departments to conduct due diligence and preparatory work and to report to him regarding their findings. The Company's
statutory auditors have received information regarding this preparatory work and due diligence.

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 today, 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 three independent directors: Patrick Jones, Frédéric Spagnou and Thomas
Abbott.

Mr. Bertrand,
Universal Capital Partners represented by Mr. Pierre Besnainou and Paul Sfez resigned from their positions as Directors during the 2004 fiscal year.
Mr. Bertrand was replaced by Mr. Spagnou.

1.2    Calling
and holding of the Board's meetings

During
the fiscal year, the Board of Directors met 10 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 2004, one Director 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 10
meetings of the Board of Directors held during fiscal year 2004, 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.

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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.

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.

1.4    Evaluation
of the Board of Directors

Following
the adoption of its internal rules, the Board of Directors conducted an evaluation of its organization of work and achievements. A questionnaire was prepared and distributed to
the members of the Board of Directors in order to obtain the opinions of the members, in particular with respect to the following:



1.5    Principal
activities of the Board of Directors in 2004

The
Board of Directors studied the Company's financial and commercial results each quarter. The meetings of the Board of Directors also addressed the strategy of the Group, remuneration
methods and legal issues (options to subscribe shares, implementation of various codes within the Company, agreements, guarantees, etc.). In addition, the Board calls the annual meeting of
shareholders, votes the budget of the Group and discusses questions of corporate governance. Finally, the Board addresses issues that may impact the conduct of the Company's business as they may arise
at any time.

1.6    Due
diligence supporting the preparation of this report

This
report has been prepared with the assistance of the Financial and Administrative departments and on the basis of work conducted by the Internal Audit department. It has been
discussed in a meeting with our statutory auditors.

2.    Interested party transactions

During the fiscal year, no new interested party transactions (within the meaning of Article L.225-38 of the French Commercial Code) were
entered into. The list of agreements relating to ordinary course of business transactions, entered into under arm's-length conditions, was presented for authorization to the Board's meeting of
March 30, 2005.

3.    Delegations regarding sureties, pledges and guarantees

The Board of Directors authorized the Chairman to issue, in the Company's name, sureties, pledges and guarantee up to a global annual amount of
€ 1,000,000 and each surety, pledge and guarantee may not exceed € 250,000.

This
authorization, granted for a 12-month period, will expire on March 30, 2005. At the close of the fiscal year, the Chairman had not granted any such surety, pledge
or guarantee.

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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, Strategic committee, and Disclosure committee. These committees meet as often as required.

4.1    Audit
Committee

Genesys'
audit committee functions to assist the Board of Directors in verifying (i) the integrity of the Company's accounts, (ii) the Company's observance of legal and
regulatory requirements, (iii) accounting and financial reporting practices of the Company, (iv) the effectiveness of the Company's control and communications procedures and of the
internal controls on financial reporting, (v) the independence and ability of the firm of independent auditors engaged by the Company and (vi) the performance of the internal audit
functions of the Company and the services of the independent auditors.

In
accordance with NASDAQ regulations, all members of the audit committee are independent members of the Board, under the criteria mentioned in paragraph 6.1.1.1 of the French
languageDocument de référence, and have the necessary ability to understand financial concepts. The audit committee has
adopted a charter that sets forth its responsibilities, which include, in particular:



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The
responsibilities and powers of the committee described above do not imply any duty or responsibility incumbent upon the audit committee to organize and conduct the audits or to
determine that the annual, quarterly or other accounts of the Company are complete and accurate and prepared in accordance with generally accepted accounting principles, as this responsibility rests
upon management and the independent auditor exclusively. The committee also does not have a duty or responsibility to conduct investigations, to resolve any disputes that may arise between management
and the independent auditors that do not bear upon the financial reporting procedures or to ensure compliance with laws and regulations and with the Company's code of conduct.

During
2004, the audit committee has, in particular:



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In
2004, the audit committee was made up of three members: Patrick Jones, Thomas Abbott and Paul Sfez. Following the resignation of Mr. Sfez from his position as member of the
Board, effective April 13, 2004, the Board of Directors proposed, at its meeting on May 6, 2004, to nominate Jean-Jacques Bertrand as the third member of the committee to
replace Mr. Sfez. Following the resignation of Mr. Bertrand on June 23, 2004, the Board of Directors named Frédéric Spagnou to the audit committee at
its meeting on August 6, 2004.

In
2004, the committee met four times and the participation rate at those meetings was 100%.

4.2    Compensation
Committee

The
Board of Directors of Genesys has established a Compensation Committee.

This
committee is responsible for:



During
fiscal year 2004, the Compensation Committee has, in particular:



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The
Compensation Committee includes, as of the date of this report, Thomas Abbott, David Detert, Patrick Jones and Frédéric Spagnou. Only Mr. Detert
is not an independent member of the Board of Directors under the criteria listed in paragraph 6.1.1.1 of the French languageDocument de
référence. In 2004, the committee met four times and all the members attended the meetings.

4.3    Disclosure
Committee

The
Board of Directors of Genesys has established a Disclosure Committee 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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The
Disclosure Committee of the Company may delegate to one or several of its members the powers listed above, with the exception of the approval of the final version of the annual
report of the Company (whether as aDocument de référencein France or a Form 20-F in the United
States).

The
current members of the Disclosure Committee are: François Legros, Mike Savage, Jim Huzell, Jim Lysinger, Olivier Fourcade, Denise Persson, Andrew Lazarus, Shelly
Roberston and Philippe Viry (Consolidation Manager).

In
2004, the Disclosure Committee met twice.

4.4    Strategic
Committee

In
August 2004, the Board of Directors decided to create a Stratigic Committee. This committee includes the following members: Patrick Jones,
Frédéric Spagnou, Thomas Abbott and David Detert.

In
2004, the Strategic Committee met 7 times.

The
Strategic Committee is responsible for providing its opinion on the major strategic orientations of the Company and the Group and on the business plan and every other important
strategic question referred to it by the Board of Directors.

The
Strategic Committee is also responsible for studying in detail those questions referred to it with respect to major investment transactions, external growth or divestitures and
disposals, and shall provide its opinion regarding these questions to the Board of Directors.

II.    Internal control procedures

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



The
Company's definition of internal control is similar to that of the "COSO" international authoritative document (Committee Of Sponsoring Organization 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.

This
report describes the Company'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.

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



This
committee, 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
Internal Audit group was created during the 2004 fiscal year and is made up of a team of 3 individuals, located in the United States. The first responsibility of this team in 2004
was to establish a steering committee to bring the Group into compliance with the standards imposed by the U.S. Sarbanes-Oxley Act and the FrenchLoi de
Sécurité Financière. The preparation of documentation required by Section 404 was 60% completed as of March 31, 2005.

This
team is also responsible for conducting studies at the request of the Audit Committee, the general management or the financial management of the Company.



The
Company 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.



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.

During
the 2004 fiscal year, the Internal Audit team worked once more on all significant and key procedures in order to document, verify and correct any weaknesses discovered in these
procedures (see paragraph 2.1.3).

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. In 2004, invoicing for Europe and North
America was centralized in Denver, Colorado, which will allow this service to be even more efficient. The system, called Gedi, was developed internally by the Information Technology Department.

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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.

Since
the beginning of 2004, a single data set for financial reporting and consolidation is sent each month to the Group Financial Department and used to populate the consolidation and
reporting databases.



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.

Each
segment, 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.

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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 Financial Department 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.



Since
the beginning of 2004, the consolidation department has carried out a monthly consolidation of all the entities within the Group's perimeter.

The
quarterly 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 and the Nasdaq, the Company presents a reconciliation note 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 the U.S. generally accepted accounting principles.

The
Consolidation Department 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 made by the Group's Consolidation Department.

The
consolidated financial statements prepared monthly are reconciled with the management reporting. This is a critical step of consistency control.

At
the request of the Company, the statutory auditors conduct a limited review at the end of each of the first three quarters, as well as performing the audit of the annual accounts.



In accordance with European Community Regulation no1606/2002 of July 9, 2002 on the application of international accounting standards
(International Financial Reporting Standards or "IFRS") to listed companies and in compliance with IFRS 1: "First-time adoption of IFRS", the consolidated accounts of Genesys for the
fiscal year ending December 31, 2005 will be prepared in accordance with IFRS applicable on December 31, 2005, with comparable accounts for the 2004 fiscal year established in accordance
with the same standards, consistent with the position taken by the U.S. Securities and Exchange Commission.

In
order to provide this comparative information, Genesys must prepare an opening balance sheet at January 1, 2004 under IFRS. In accordance with IFRS 1: "First-time
adoption of IFRS", the adjustments linked to the transition will be recorded, principally in shareholders' equity, at January 1, 2004.

In
this context, Genesys has implemented a plan for conversion to IFRS, with the objective of identifying the principal differences in accounting methods and preparing the opening
balance sheet at January 1, 2004 according to the standards applicable in 2005.

In
order to ensure that accounting principles and application of those principles are consistent within the Group, the plan for conversion to IFRS is being implemented by the
consolidation management, which is conducting the plan under the authority of the Executive Financial Manager.

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The
first "diagnostic" phase of the plan, which was completed in July 2004, allowed the Company to identify and measure the principal differences between the new standards and
existing standards. During this phase, training was conducted, in particular in the Corporate Finance and Accounting Europe departments. During the second half of 2004 and the first half of 2005,
Genesys plans to conduct the second phase of the plan, which will involve a detailed, quantitative study of all IFRS impacts on Genesys' assets position, balance sheet and statements of operations.
Finally, during a third and final phase that will also be conducted during the first half of 2005, the implementation of the process will be conducted and training will continue. The analysis
conducted in the second and third phases will be presented to the statutory auditors for validation as it is completed.

At
the date of submission of the annual accounts as of December 31, 2004, Genesys believes that the actions it has already taken or intends to take will allow it to adequately
manage the transition to IFRS.

Certain
standards published by the IASB are not yet approved by the European Union. Considering the anticipated modifications to certain of these standards or publication of new
standards, Genesys is not able, as of the date of submission of its annual accounts, to fully identify and estimate the total impact of the transition to IFRS. Providing premature quantitative
information on the transition to IFRS would not meet the requirements of reliability, completeness and thus of relevance.

In
this context, Genesys is not publishing summary opening balance sheets (at January 1, 2004) and summary closing balance sheets (at December 31, 2004) in accordance with
IFRS in its 2004Document de référence. Nevertheless, the major differences between French generally accepted accounting
principles and IFRS, as well as the options and exemptions authorized by IFRS 1: "First-time adoption of IFRS", have been identified and are presented in Section 5.2.9 of the 2004 Document de
référence.

2.3    Approach
adopted and action plans

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

During
2004, the Company continued to develop its internal controls by:



In
2005, the Company will continue its efforts to implement such procedure through key control issues that will allow it to better evaluate and control its risks. The work of documenting
and improving procedures conducted by the Internal Audit team and the various Finance Department teams will be continued.

The
Group's management provides full support to this team.

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 context 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.

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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, 2005,

|/s/FRANÇOIS LEGROSThe Chairman of the Board of Directors
François Legros |  | 
|------------------------------------------------------------------------ |  | 

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