Specialised Committees

The Board of Directors benefits from the work of an Audit Committee, a Finance Committee, an Ethics & Governance Committee and a Compensation & Human Resources Committee.

In order to preserve a well-balanced governance, the Board of Directors ensured that independent directors exercise a major role on all Board Committees. In this context:

• each of the four Committees is chaired by an independent director;
• all members of the Audit Committee and the Compensation & Human Resources Committees are independent directors.

The role, organization and operating procedures of each Committee are set forth in the Board of Directors' Rules of Procedure and in the Audit Committee Terms of Reference.

Each Committee issues opinions, proposals or recommendations to the Board of Directors on matters within the scope of its responsibilities but, under French law, Board Committees do not have any formal decision making power.

Each Committee is empowered to undertake or commission specific studies or reviews, if necessary by requesting external consulting expertise, within the scope of its responsibilities. They may also invite external participants to attend their meetings.

Committee Chairmen report to the Board of Directors on a regular basis following Committee meetings.