• 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 the decisions to be taken by the Board of Directors by examining the following issues and reporting on them to the Board:

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

In order to reach:

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

1. A ccounts and accounting principles used (their conformity in relation to the reference standards, a fair and complete 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 to 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. Choice and renewal of the external auditors, review of the tendering 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 which are required to be independent.

It meets at least three times a year.

Pursuant to the 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 renewal and appointment of Directors. The Committee looks for new members on the basis of its evaluation of the needs and developments expressed by the Board of Directors; 
• make proposals to the Board of Directors for the creation and composition of Board committees; 
• periodically evaluate the structure, size and composition of the Board of Directors and submit to it recommendations regarding any potential change;
• the Committee periodically reviews the criteria applied by the Board to classify a Director as independent; once a year, it examines, on a case-by-case basis, the situation of each Director or each candidate for the duties of Directors in light of the criteria applied and makes proposals to the Board of Directors.

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

• examine, as necessary and, in particular at the time of expiration of the term of office concerned, the renewal of the term of office of the Chairman and Chief Executive Officer, or the terms of office of both the Chairman and of the Chief Executive Officer. It also examines, if necessary, the question of whether or not it is appropriate to continue to combine these duties (or to separate them); 
• examine the changes in these duties and provide for solutions for their renewal, where applicable; 
• examine the succession plan for members of the executive management applicable in particular in the case of an unforeseen vacancy; 
• examine periodically developments with regard to the Senior Executive Vice-Presidents, hear the Chairman and Chief Executive Officer (or the Chief Executive Officer) on the needs and the 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 (and, in particular, the Executive Committee).

3. Concerning governance: 

• Monitor the changes in the rules of corporate governance, in particular within the scope of the code to which the company refers and inform the Board of Directors of its conclusions; follow up on the application of the rules of corporate governance defined by the Board of Directors and make sure of the information given to the shareholders on this topic; 
• prepare the evaluation of the way the Board operates provided for by the internal regulations; 
• examine issues of ethics that the Audit and Accounts Committee, the Board of Directors or its Chairman may decide to refer to it;
• Ensure the proper functioning of the governance bodies and 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 be the instrument of dialogue aimed at preventing 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 of the Board of Directors, the majority of which are required to be independent.

It meets at least three times a year.

Its purpose is to:

• examine the performance and all the 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 Chief Executive Officer or both the Chairman and the Chief Executive Officer as well as the Senior Executive Vice-Presidents and make the 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 applied to Executive Management and in particular the Executive Committee; 
• examine the proposals by Executive Management concerning the granting of stock options and other incentive systems related to the share price to other Group employees and propose their granting to the Board of Directors; 
• examine and propose to the Board of Directors the allocation of Directors’ fees among Board members.

The Committee can request the assistance of outside experts if necessary. The Company shall provide the Committee, in such a case, with the corresponding funding.

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