Board Committees  [ Return towards  Group Management  ]

Audit and Accounts Committee
Gérard de La Martinière (Chairman), Paul Skinner, Béatrice Majnoni d’Intignano, Professor Rolf Krebs (three of the four committee members are independent, including the Chairman)

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 Committee reviews the financial statements, the accounting practices, the existence and implementation of internal audit methods, missions and organization, and the selection and reappointment of the statutory auditors. It reports to the Board on these matters.

In its assessments, the Committee draws on the professional experience of its members and relies on reports submitted by General Management, by Finance and Administration, Legal, and Internal Audit Departments, and by the statutory auditors. The Committee meets at least three times a year and always before any meeting of the Board of Directors that reviews annual and half-yearly financial statements.

Nominations Committee
Sir Lindsay Owen-Jones (Chairman), Thierry Desmarest, Alain Joly and Cornelis van Lede (three of the four committee members are independent, including the Chairman)

This committee is composed of three or four members of the Board of Directors, the majority of which are required to be independent.

The committee reviews the composition of the Board of Directors and plans its future development. It leads the search for new directors and proposes prospective candidates to the Board. It also proposes the creation and composition of Board sub-committees. This committee also reviews the criteria for determining the independence of directors.

This committee reviews the responsibilities and functions of General Management and is kept informed by the Chairman and CEO of the future requirements for managerial resources. The recommendations of the Committee are submitted to the Board for its consideration.

It meets at least twice a year.

Remuneration Committee
Sir Lindsay Owen-Jones (Chairman), Thierry Desmarest, Alain Joly and Cornelis van Lede (three of the four committee members are independent, including the Chairman)

This committee is composed of three or four members of the Board of Directors, the majority of which are required to be independent.

The committee determines all the components which form the remuneration for General Management members, and also the principles of remuneration and retirement conditions for managers.

The committee is kept informed by General Management of proposals for granting share options and other arrangements linked to movements in the share price for Group employees and proposes to the Board their granting. The recommendations of the Committee are submitted to the Board for its consideration.

It meets at least twice a year.