Special committees

Composition

On April 30, 2009, the Audit Committee had four members having either finance or accounting expertise, all of whom were determined by the Supervisory Board to be independent in accordance with the criteria contained in the AFEP / MEDEF Code and the Sarbanes-Oxley Act. The Committee members at April 30, 2009 were Messrs. Anthony Hamilton (Chairman), Jean-Martin Folz, Ramon de Oliveira and Ezra Suleiman.

Missions and activities

The scope of the Audit Committee's responsibilities is set forth in an Audit Committee Charter which defines the Committee's principal missions, including the following:

• Overseeing the activities and systems of internal control over events that expose the Group to significant risk;
• Monitoring the financial reporting process, the systems of internal control over financial reporting and the accuracy and integrity of the Group's financial reporting;
• Overseeing the qualifications and independence of the external auditors; and
• Overseeing the performance of the Group's internal audit function.

The Audit Committee charter is reviewed on a regular basis and updates are submitted to the Supervisory Board for approval.

The Audit Committee met six times in 2008. The average attendance rate was 95.83%. Within the framework of its principal missions such as described above, the Committee focused, in particular, on the following issues:

• 2007 annual and 2008 half-year financial statements;
• 2008 Group Audit Plan;
• internal fraud report;
• local internal audit plans summary;
• external Auditors fees and actions plan;
• significant litigation and regulatory matters;
• risk management issues;
• the Group's annual reports (Document de Référence and Form 20-F);
• Sarbanes Sections 404 and 302 issues;
• self-assessment of the Committee.

The Committee's review of financial statements by the Audit Committee is accompanied by a presentation from the Company's external Auditors on the Group's consolidated financial position and results of operations which includes the auditors' views on the accounting choices adopted by management. The Committee also receives a presentation from the Group Chief Financial Officer describing the Company's principal risks exposures and its material off-balance-sheet commitments.

The Group Chief Financial Officer, the Deputy Group Chief Financial Officer as well as the head of the Group Internal Audit Department attend each Committee's meetings. The external Auditors of the Group, the Group Chief Accounting Officer as well as the head of the Group Legal Department attend the Committee's meetings on a regular basis.

The Committee may request external consulting expertise in connection with matters within the scope of its responsibility.