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Corporate governance
Composition and operation of the Board of Directors
each year, on the recommendation of the Appointments
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discussions, as well as each person’s actual contribution to the work of
Committee, draws up the list of Directors considered independent,
the Board of Directors and its committees.
based on the corporate governance criteria set out in the As a result, the Board of Directors is obliged to include a discussion on
AFEP-MEDEF code;
its operation as an agenda item once a year.
once a year, it examines the budget.
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A formal assessment of the Board of Directors was carried out during
Assessment
the 2013 fiscal year with the help of the Appointments Committee and
an external consultant. The aim of this assessment was to ensure
observance of the Board of Directors’ operating principles and
In accordance with the Board of Directors’ Internal Rules, the Board of
compliance with the rules of governance, as well as identify ways to
Directors conducts regular assessments of its operations and its ability
improve its functioning and efficiency. The results of this assessment
to fulfil its role. Accordingly, it reviews its operating procedures and the revealed that the Board of Directors and its committees were being run
quality of the information published and of its decision-making and in a satisfactory manner.
The Board of Directors’ committees
3.2.3
The Board of Directors has decided on the implementation of specialist
The committee Chairman of the Board of Directors may ask the
committees responsible for examining questions submitted to them Chairman of the Board of Directors to interview any Group executive
for their opinion by the Board of Directors or the Chairman of the Board regarding issues that fall within the committee’s purview, as defined
of Directors.
by the Board of Directors’ Internal Rules.
To take into account the nature and specific characteristics of the
The Accounts Committee
3.2.3.1
Company’s activities, the Board of Directors’ committees are as
follows:
The Accounts Committee meets at least four times per year.
the Accounts Committee;
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Composition
the Remuneration Committee;
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the Appointments Committee;
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The Accounts Committee is composed of 60 % of members who are
the CSR Committee;
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qualified as independent Directors. The Chairman of the Accounts
the Strategic Committee.
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Committee has special expertise in financial or accounting matters.
The specialist committees are made up of Directors appointed by the As at December
31, 2015, the composition of the Accounts
Board of Directors for the period of their term of office.
Committee was as follows:
These committees report on their work to the Board of Directors on a
Chairman: Georges Ralli (independent Director);
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regular basis and share with it their observations, opinions, proposals
Members: Mathilde Lemoine (independent Director), René Brillet
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and recommendations.
(independent Director), Nicolas Bazire, Philippe Houzé.
The Chairman of each committee (or, if they are unavailable, another
Duties
member of the same committee) present oral summaries of their work
to the Board of Directors at its next meeting.
The main duties of the Accounts Committee are:
The terms of reference of these committees may not delegate powers
in respect of the financial statements:
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to them that are assigned to the Board of Directors in law or under the
Articles
of Association. The committees have consultative power and
to carry out a prior examination and offer an opinion on the
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conduct their activities under the responsibility of the Board of
annual and half-yearly company and Consolidated Financial
Directors, which alone has statutory decision-making power and
Statements before they are presented to the Board of Directors,
remains collectively responsible for the fulfilment of its missions.
to examine the relevance and permanence of the accounting
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principles and rules used in drawing up the Company and
The Chairman of the Board of Directors is responsible for ensuring that
Consolidated Financial Statements and to warn of any deviation
the number, missions, composition and operation of the committees
from these rules,
reflects the needs of the Board of Directors and best corporate
governance practices at all times.
to examine the drafts of the annual report and financial
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statements prior to publication,
Each committee is chaired by an independent Director drawn from its
members except for the Strategic Committee.
more generally, to review all issues relating to financial
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statements and other documents, including the selection of
The secretary of each committee is an individual selected by the
accounting standards, provisions, management accounting data,
Chairman of each committee.
capital sufficiency requirements, profitability indicators and any
These committees meet, as necessary, on the invitation of their
accounting issues that raise methodological concerns or give rise
Chairman, or at the request of one-half of their members. They may
to potential risk;
call upon outside experts as necessary.
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