Board Committees

The Strategic Committee

The Audit Committee

The Human Resources Committee

The Corporate Governance Committee


 

The Supervisory Board has set up four specialized committees and has defined their composition and the powers conferred to them: the Strategic Committee, the Audit Committee, the Human Resources Committee and the Corporate Governance Committee and Nominating Committee.

 

The Supervisory Board has appointed a Chairman for each committee. The four committees of the Supervisory Board are comprised of Supervisory Board members, appointed by the Supervisory Board. The members are appointed on a personal basis and cannot be represented by a delegate. Each committee determines the frequency of its meetings which are held at the registered offi ce of the company or in any other place that may be agreed by the Chairman of the committee. Committee meetings can also be held using videoconference or other telecommunications technology.

 

The purpose and functions of each committee must not have the effect of delegating to a committee powers granted to the Supervisory Board by law or pursuant to the company’s by-laws, or reducing or limiting the powers of the Management Board. Within the scope of the powers granted to it, each committee issues proposals, recommendations or advice.

 

Each committee may request from the Management Board any document it deems useful to fulfill its purpose and functions. The committee may carry out or commission surveys to provide information for the Supervisory Board’s discussions and may request external consulting expertise as required.

The Strategic Committee

The Strategy Committee is comprised of six members.

Jean-René Fourtou chairs the Committee. Its members are: Vincent Bolloré, Daniel Camus, Pascal Cagni, Aliza Jabès  and Alexandre de Juniac.

The Strategic Committee’s main activities involve the following matters:

  • the strategic direction of the company;
  • the strategic joint-venture agreements;
  • major acquisitions or disposals;
  • granting of securities, including endorsements and guarantees in favor of third parties, the amount of which exceeds the power delegated to the Management Board;
  • substantial internal restructuring transactions;
  • transactions outside the scope of the announced strategy; and
  • major financing transactions or transactions that are likely to significantly affect the financial structure of the company.

The Audit Committee

The Audit Committee is comprised of five members, all of whom are independent and all of whom finance or accounting expertise.

Its members are: Daniel Camus (Chairman), Nathalie Bricault, Philippe Donnet, Aliza Jabès and Pierre Rodocanachi.

The Audit Committee’s main activities involve the following matters:

  • the review of the annual consolidated and half-year condensed financial statements, as well as the statutory financial statements prepared by the Management Board, prior to their presentation to the Supervisory Board;
  • the review of the cash position of the company;
  • the review of the tax aspects or risks and their accounting impact;
  • the review of the assessment of the operating and financial risks of the company, their coverage, review of the insurance program;
  • internal control methods and standards;
  • the consistency and effectiveness of the company’s internal control procedures and review of the Chairman of the Supervisory Board’s report to the Shareholders’ Meeting on the conditions governing the preparation and organization of the Supervisory Board’s procedures and the internal control procedures implemented by the company;
  • the procedure for appointing Statutory Auditors, issuance of an opinion for fees paid for the performance of their legal audit functions, certain specific missions and monitoring of the rules ensuring their independence;
  • monitoring of the work programs of the external and internal auditors and review of their work conclusions;
  • the application of accounting methods and principles, the scope of the company’s consolidation and the risks and off balance sheet commitments of the company;
  • review of the annual assessment of the company’s Compliance Program, proposals to improve the efficiency of such program and, if necessary, the issuance of an opinion related thereto; review of the rules of conduct in competition and ethics areas; and
  • any matter it considers likely to create or constitute a risk on or to the company; review of any potential procedural failure or corruption cases.

The Human Resources Committee

The Human Resources Committee is comprised of six members.

Its members are: Jacqueline Tammenoms Bakker (Chairman), Nathalie Bricault, Pascal Cagni, Yseulys Costes, Philippe Donnet, Dominique Hériard Dubreuil and Henri Lachmann.

The Human Resources Committee’s main activities involve the following matters:

  • the compensation, representation and travel expenses of the Directors and principal officers; and
  • the adoption of stock option plans and free grants of shares, or any other mechanisms with similar purpose or effect.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is comprised of six members.

Its members are: Dominique Hériard Dubreuil (Chairman), Vincent Bolloré, Henri Lachmann, Pierre Rodocanachi, Jacqueline Tammenoms Bakker and Claude Bébéar (non voting Director).

The Corporate Governance Committee’s main activities involve the following matters:

  • the appointment of members of the Supervisory Board, of its Committees and of the Management Board;
  • the determination and review of independence criteria for members of the Supervisory Board;
  • the terms of payment and distribution of the directors’ fees granted to the Members of the Supervisory Board and its Committees;
  • succession plans for certain members of the Management Board; and
  • the assessment of the organization and performance of the Supervisory Board.
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