• Audit and Accounts Committee
• Appointments and Governance Committee
• Remuneration Committee

Audit and Accounts Committee

Gérard de La Martinière (Chairman), Paul Skinner, Béatrice Majnoni d’Intignano and Thierry Peugeot (four members are independent)

Pursuant to internal regulations, the Audit and Accounts Committee comprises three to five members of the Board of Directors, of whom at least two-thirds are independent.

The purpose of the Committee is to prepare for Board decisions by examining the following matters and reporting on them to the Board:

• the Group’s existing organization and procedures 
• their actual functioning; 
• how financial statements and accounts are drawn up. 

In order to come to a reasonable judgment concerning the items listed below by comparing and combining the viewpoints collected, using the business judgment they have acquired through professional experience:

by comparing and combining the points of view collected and using their business judgment based on professional experience, a reasonable judgment concerning:

1. principles used (their conformity to reference standards, a fair and thorough reflection of the Group’s situation, transparency, readability, consistency over time);
2. Existence and functioning of control organizations and control procedures adapted to the Group, making it reasonably possible to identify and manage the risks incurred and report on them;
3. Organization of the internal audit function, the plans for assignments and actions in the internal audit field, the findings of these assignments and actions and the recommendations and ensuing measures taken;
4. 4. Selection and reappointment of external auditors, review of the tender process, opinion on the selection of external auditors and the rotation of audit partners, review of proposed fees, information on the overall fees paid, indicating the amount of fees paid for non-audit services.

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Appointments and Governance Committee

Thierry Desmarest (Chairman), Cornelis van Lede and Karen Katen (three members are independent).

This committee is composed of three or four members of the Board of Directors, the majority of whom must be independent.

It meets at least three times a year.

Pursuant to internal regulations, the purpose of the Appointments and Governance Committee is to:

1. Concerning the Board of Directors: 

• make proposals to the Board of Directors for the renewal and appointment of directors. The Committee conducts searches for new members on the basis of its own assessment of needs and on changes communicated by the Board of Directors;
• make proposals to the Board of Directors for the formation and composition of Board committees;
• periodically evaluate the structure, size and composition of the Board of Directors, submitting recommendations regarding any potential change to the Board;
•  periodically review the criteria used by the Board to identify a Director as independent; examine, annually and on a case-by-case basis, the situation of each Director or each candidate for a seat on the Board in light of the applicable criteria and make proposals to the Board of Directors. 

2. Concerning the Chairman and Chief Executive Officer or the Chief Executive Officer, as the case may be: 

• consider, as needed and in particular when terms of office are set to expire, the reappointment of the Chairman and Chief Executive Officer, or of both the Chairman and the Chief Executive Officer. Also, if necessary, address the question of whether it is appropriate to continue to combine these duties (or to separate them);
• consider changes in the duties of these offices and provide solutions for reappointment where applicable;
• review the succession plan for members of executive management, applicable particularly in the event of an unforeseen vacancy;
• periodically review the positions of Senior Executive Vice-Presidents, solicit the Chairman and Chief Executive Officer (or the Chief Executive Officer) for input on needs and potential proposals for their replacement; more generally, ensure that it is kept informed by the Chairman and Chief Executive Officer (or the Chief Executive Officer) of planned changes in Executive Management resources (the Executive Committee in particular).

3. Concerning governance: 

• Monitor changes in the rules of corporate governance, in particular those applicable to the Company, and inform the Board of Directors of its conclusions; monitor enforcement of the rules of corporate governance as defined by the Board of Directors and ensure that shareholders are duly informed on this issue;
• Prepare the assessment of Board operations provided for in the internal regulations;
• Consider any ethical matters that the Audit and Accounts Committee, the Board of Directors or its Chairman may decide to submit to it;
• Ensure the proper functioning of governance bodies, in particular the transmission of information requested by independent directors; 
• Assist, at their request, the Chairman and the Chief Executive Officer in their dealings with independent directors, and serve as the instrument of dialogue as needed to prevent potential situations of conflict on the Board. 

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Remuneration Committee

Cornelis van Lede (Chairman), Thierry Desmarest and Jean-Paul Agon (three members are independent).

This committee is composed of three or four members from the Board of Directors, the majority of whom must be independent.

It meets at least three times a year.

Its purpose is to:

• Examine the performance and all components of remuneration, including stock options or other forms of deferred remuneration, pension plans and, in general, the conditions of employment of the Chairman and the Chief Executive Officer or of the Chief Executive Officer, as the case may be, as well as well as those of the Senior Executive Vice-Presidents, making corresponding recommendations to the Board of Directors;
• Propose, where applicable, the remuneration of the Vice-Chairman or Vice-Chairmen;
• Examine the remuneration and retirement policy that applies to Executive Management, in particular the Executive Committee;
• Review proposals made by Executive Management concerning stock option grants and other incentive systems related to the share price offered to other Group employees and propose grants to the Board of Directors;
• Review and submit proposals to the Board regarding the allocation of directors’ fees for board members.

The Committee can request the assistance of outside experts as needed. In such cases, the Company shall provide the Committee with the necessary funding.

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