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2014 Registration Document
Corporate governance
3
Composition and operation of the Board of Directors
3.2.3
The Board of Directors’ committees
The Board of Directors has decided on the creation of specialist
committees responsible for examining questions submitted to them for
their opinion by the Board of Directors or the Chairman.
To take into account the nature and specific characteristics of the
Company’s activities, the Board of Directors’ Committees are as follows:
■
the Accounts Committee;
■
the Remuneration Committee;
■
the Appointments Committee.
The specialist committees are made up of directors appointed by the
Board of Directors for the period of their term of office.
These committees report on their work to the Board of Directors on a
regular basis and share with it their observations, opinions, proposals
and recommendations.
The committee Chairmen (or, if they are unavailable, another member of
the same committee) present oral summaries of their work to the Board
of Directors at its next meeting.
The terms of reference of these committees may not delegate powers
to them that are assigned to the Board of Directors in law or under the
Articles of association. The committees have consultative power and
conduct their activities under the responsibility of the Board of Directors,
which alone has statutory decision-making power and remains collectively
responsible for the fulfilment of its missions.
The Chairman of the Board of Directors is responsible for ensuring that the
number, missions, composition and operation of the committees reflects
the needs of the Board of Directors and best corporate governance
practices at all times.
Each committee is chaired by an independent director drawn from its
members.
The secretary of each committee is an individual selected by the Chairman
of each committee.
These committees meet, as necessary, on the invitation of their Chairman,
or at the request of one-half of their members. They may call upon outside
experts as necessary. The committee Chairman may ask the Chairman of
the Board of Directors to interview any Group executive regarding issues
that fall within the committee’s purview, as defined by these by-laws.
3.2.3.1
The Accounts Committee
This committee meets at least four times per year.
◗
Composition
At least two-thirds of the committee members must be independent, as
defined by the Board of Directors in accordance with the AFEP- MEDEF
Corporate Governance Code to which it refers. At least one member of the
committee must have special expertise in financial or accounting matters.
The composition of the committee was as follows:
■
Chairman: Georges Ralli (independent director);
■
Members: Mathilde Lemoine (independent director), René Brillet
(independent director), Nicolas Bazire.
◗
Duties
The main duties of the committee are:
(i)
in respect of the Financial Statements:
■
to carry out a prior examination and offer an opinion on the annual
and half-yearly Company and Consolidated Financial Statements
before they are presented to the Board of Directors,
■
to examine the relevance and permanence of the accounting
principles and rules used in drawing up the Company and
Consolidated Financial Statements and to warn of any deviation
from these rules,
■
to examine the drafts of the annual report and Financial Statements
prior to publication,
■
more generally, to review all issues relating to Financial Statements
and other documents, including the selection of accounting
standards, provisions, management accounting data, capital
sufficiency requirements, profitability indicators and any accounting
issues that raise methodological concerns or give rise to potential
risk;
(ii)
in respect of internal control:
■
to assess the effectiveness and quality of the Group’s internal
control systems and procedures, to interview the internal audit
manager, to give an opinion on the organisation of the department
and to be informed of its programme of work,
■
to examine, in conjunction with internal control managers, the
objectives and intervention and action plans in the area of internal
audit, the conclusions of such interventions and the actions,
recommendations and follow-up arising from them,
■
to examine the methods and results of the internal audit and check
that the procedures used help the Financial Statements to reflect
a true and accurate picture of the business in accordance with
accounting rules,
■
to assess the reliability of the systems and procedures used to
produce the Financial Statements and the validity of the positions
taken in respect of presenting significant transactions,
■
to examine the methods used to report and present accounting and
financial information from the subsidiaries and/or operational units,
■
to examine the draft report on internal control procedures.