Audit Committee

Composition

In accordance with the AFEP/MEDEF Corporate Governance Code, two thirds of the committee’s members are independent and none is a Corporate Officer. Since the Audit Committee was formed on 24 February 2003, its members have always been chosen for their expertise in finance or accounting.

Since 14 April 2016, the Audit Committee’s members have been Laurence DANON ARNAUD, Chairwoman, independent Director, Pascaline de DREUZY, independent Director, and Philippe MARIEN. Throughout their careers, the members have gained a wealth of experience in corporate management as well as in economics and finance.

Remit

The Audit Committee is governed by Internal Procedures that set forth its tasks and duties. These Internal Procedures are regularly modified by the Board of Directors.

During each of the four Meetings planned every year, the Audit Committee reviews the quarterly, half-year and annual financial statements, the cash position and the conclusions of the Internal Audit and Internal Control Departments before they are submitted to the Board.

The committee is tasked with follow-up on issues concerning the preparation and monitoring of accounting and financial information. It is notably responsible for:

■ the process for preparing financial disclosures. As such, it:

−  examines the individual and consolidated financial statements before they are presented to the Board,

−  ensures the appropriateness and consistency of the accounting methods adopted to prepare the financial statements,

−  examines changes that may have a material impact on the financial statements,

−  examines the principal estimates, judgements and options for closing the financial statements, as well as the main changes in the scope of consolidation,

−  validates the financial communication items and takes notice of the reaction of the financial markets;

■ the effectiveness of the internal control and risk management systems;

■ the internal control procedures for the preparation of the financial statements, with the assistance of internal departments and competent advisors;

■ the audit of the individual and consolidated financial statements by the Statutory Auditors and the independence of the Statutory Auditors.

As such, it:

−  examines in detail the fees paid by the company and the Group to the Statutory Auditors and checks the proportion of these fees in the revenues of each audit firm,

−  directs the procedure for selecting and reappointing the Statutory Auditors,

−  makes a recommendation on the Statutory Auditors proposed to the General Meeting for appointment;

■ the reports and recommendations to the Board of Directors on the foregoing matters, not only on a periodic basis and at the balance sheet date, but whenever a noteworthy event occurs.