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STRATEGIC COMMITTEE

The principal role of the Strategic Committee is:
– to review all strategic issues;
– to review any major investment, asset sale, restructuring, alliance or partnership projects;
– to submit reports, proposals and recommendations on all issues falling within its scope of responsibility.
The Strategic Committee comprises not less than three and not more than six Directors, including the Chairman of the Board, who is also the Chairman of the Committee. The Strategic Committee meets at least four times a year.

Chairman: Jean-Luc BÉLINGARD

Members

• Anne BEAUFOUR
• Henri BEAUFOUR
• Hervé COUFFIN
• Antoine FLOCHEL

AUDIT COMMITEE

The principal role of the Audit Committee is:
– to evaluate the accounting policies used to prepare the parent company and consolidated financial statements, and to review and evaluate the basis for consolidation and the relevance of accounting methods applied to the Group;
– to examine the annual and interim financial statements, together with budgets and forecasts, prior to their presentation to the Board of Directors;
– to control the quality of and compliance with procedures, and to evaluate information received from management, internal committees and internal and external auditors;
– to monitor the efficacy of internal control and risk management systems;
– to supervise the appointment and reappointment of the Statutory Auditors, to satisfy itself of their independence, to form an opinion on the amount of their fees and to submit the results of its work to the Board of Directors.
The Audit Committee comprises three Directors including two who are independent.  They are appointed from among the Directors other than the Chairman of the Board. At least one of the two independent Directors selected must have particular expertise in financial or accounting matters. The Audit Committee meets at least four times a year.

Chairman: Yves RAMBAUD

Members

• Alain BÉGUIN
• Pierre MARTINET

APPOINTMENTS AND GOVERNANCE COMMITTEE

The principal role of the Appointments and Governance Committee is:
– to make any proposals to the Board concerning the reelection, replacement or appointment of new Directors;
– to give an opinion on the appointment or replacement of he Chief Executive Officer and Deputy Chief Executive Officers;
– to prepare the annual executive session of the Board of Directors;
– to give an opinion on the independent members of the Board of Directors.
 The Appointments and Governance Committee is composed of three Directors other than the Chairman of the Board. The Appointments and Governance Committee meets at least twice a year.

Chairman: Anne BEAUFOUR

Members

• Alain BÉGUIN
• Hervé COUFFIN

COMPENSATION COMMITTEE

The principal role of the Compensation Committee is:
– to make proposals to the Board of Directors on all components of the compensation paid to the Group’s company officers, members of executive management and senior executives;
– to be informed of the appointment of key members of executive management other than the Chief Executive Officer, and on the determination of, and any changes to, all components of their compensation;
– to give an opinion on the amount and distribution of Directors’ fees;
– to make recommendations to the Board of Directors on the Group’s compensation policies and employee savings plans, employee share ownership, stock options and bonus shares or any other similar compensation.
The Compensation Committee comprises three members including two who are independent and meets at least twice a year.

Chairman: Antoine FLOCHEL

Members

• Gérard HAUSER
• Yves RAMBAUD