Board Committees

Committee members: Catherine Guillouard (Chairwoman), Aiman Ezzat, Bertrand Dumazy

Composition

The Committee appointed by the Board of Directors is composed of between three and five members of the Board of Directors, including at least 2/3 "independent" members. Its Chairman is appointed by the Board of Directors from among its members.

Tasks

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:

By receiving reports jointly and separately from:

• the Finance & Management Control and Legal Divisions
• the Group control and Compliance Division
• the external auditors

By comparing and combining the points of view collected and using its business judgment based on its members’ professional experience, and by exercising reasonable judgment,

the Committee:

1. Monitors the financial information preparation process and, if applicable, makes recommendations to ensure the integrity of that process, examines the financial statements (their conformity in relation to the reference standards, a fair and complete reflection of the Group's situation, transparency and readability), and reviews the accounting methods used (their relevance and continuity, in particular for processing significant operations). The Committee receives the additional report of the statutory auditors in accordance with the provisions of article 11 of Regulation (EU) No. 537/2014 of April 16, 2014 and discusses with them the essential questions resulting from the statutory audit of the financial statements which are set out in the additional report.
2. Verifies the existence and the functioning of control organizations and control procedures adapted to the Group, making it possible to identify and manage the risks incurred, including sustainability risks, relying upon the work of the Environment and Society Committee.
3. Monitors the 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. Monitors the sustainability information preparation process, including the double materiality review process implemented in order to determine the information to be published in accordance with the applicable sustainability reporting standards. Where applicable, the Committee makes recommendations in order to ensure the integrity of these processes.
5. With regard to the statutory auditors and the sustainability auditors:
   • Proposes to the Board of Directors, after a tender procedure, if applicable, the renewal or appointment of statutory auditors and sustainability auditors, reviews the proposed fees, is informed of the total fees received with an indication of the fees received for assignments outside the scope of the statutory audit.
   • Monitors the performance of tasks concerning the certification of the financial statements and the sustainability information.
   • Ensures compliance with the conditions of independence of the statutory auditors and the sustainability auditors defined by the applicable regulations and examines with the statutory auditors and the sustainability auditors the risks with regard to their independence, if applicable, and the safeguard measures taken to attenuate these risks.
   • Regularly hears the statutory auditors and the sustainability auditors, including outside the presence of the Company’s representatives.
   • Approves the provision by the statutory auditors or the members of their network, of services other than the certification of the financial statements; approves the provision by the sustainability auditors or the members of their network, of services other than the certification of the sustainability information.

The Committee collects the observations of the Management on these various issues. It hears the Chief Executive Officer or the Senior Executive Vice Presidents at the Committee’s request or at the request of the persons concerned.

The Committee reports to the Board of Directors on its work, informing it of any problems that may be encountered, observations made to the Executive Management and progress made in relation to these observations.

Meetings

In principle, the Committee meets four times a year, or at any rate prior to the meetings of the Board of Directors during which the annual or interim financial statements are submitted for approval.

The agenda is established under the responsibility of the Chairman of the Committee. Under his authority, meetings are prepared jointly by the Secretary of the Committee and the Group's Chief Financial Officer.

The Committee Chairman collects, as necessary, the observations of the Chairman of the Board of Directors and then makes an initial oral report to the Board of Directors. A written report of the Committee meeting is submitted for approval by the Committee members at the next meeting and then sent to the members of the Board of Directors.

Through the Chairman of the Board of Directors (or the Chief Executive Officer as the case may be), the Committee can request that Group personnel be invited to attend meetings. It can meet directly with the Group’s external auditors, or members of the Internal Audit Management.

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.

Committee members: Xavier Huillard (Chairman, Lead Director), Bertrand Dumazy, Annette Winkler

Composition

This Committee is composed of between three and five members of the Board of Directors. 

The Committee is composed and organized in such a manner as to ensure that the majority of the votes are held by the independent members of this Committee, in accordance with the criteria applied by the Board of Directors.

The Board of Directors appoints the Chairman of this Committee. The Board of Directors may ask the same Director to chair both the Appointments and Governance Committee and the Remuneration Committee.

The Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be) participates in the Committee’s work and attends its meetings. The Chief Executive Officer is involved in the Committee’s work. However, the Chairman of the Board of Directors and the Chief Executive Officer (or the Chairman and Chief Executive Officer, as the case may be), do not attend the deliberations made by this Committee with regard to their own personal cases.

Tasks

The tasks of the Committee are as follows:

1. Concerning the Board of Directors:

• Make proposals to the Board of Directors for renewal and appointment of Directors. This Committee looks for new members on the basis of its evaluation of the needs and developments expressed by the Board of Directors, and taking into consideration, in particular, the principle of attempting to achieve a balanced composition of the Board of Directors pursuant to the diversity policy described in article III of these internal regulations. The Committee, as part of the procedure that it has organized, selects future independent directors and carries out its own research into potential candidates before approaching them. The main steps included in this procedure are (i) the definition of the profile(s) sought, (ii) the search conducted by the Committee, with assistance from an external recruitment firm, if applicable, (iii) the review of the candidates and (iv) the final selection, notably after individual meetings with the Committee Chair and each member.
• 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 Director in light of the criteria applied and makes proposals to the Board of Directors.

2. Concerning the Chairman of the Board of Directors and the Chief Executive Officer (or the Chairman and Chief Executive Officer, as the case may be):

• Examine, as necessary and, in particular at the time of expiry of the term of office concerned, the renewal of the term of office of the Chairman of the Board of Directors and the Chief Executive Officer, (or the Chairman and Chief Executive Officer, as the case may be).
• 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 Chief Executive Officer (or the Chairman and Chief Executive Officer, as the case may be) on the needs and the potential proposals for their replacement.
• More generally, ensure that it is kept informed by the Chief Executive Officer (or the Chairman and Chief Executive Officer, as the case may be) of planned changes in Executive Management resources (and, in particular, the Executive Committee).

3. Concerning governance:

• Examine, at the time of renewal of the terms of office of the Chairman of the Board of Directors or the Chief Executive Officer (or of the Chairman and Chief Executive Officer, as the case may be), or when a request in that respect is made by Directors, notably within the framework of the evaluation of the Board, whether it is appropriate to continue to combine or separate these roles.
• 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 of the Board of Directors 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.

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.

The Lead Director, upon delegation from the Chairman of the Committee when he is not the Chairman of the Committee himself, conducts the Committee’s work concerning the above-mentioned points of governance: the Lead Director can formulate all proposals and make any suggestions that he considers to be necessary in this field. More particularly, the Lead Director coordinates, within the Committee, the implementation of the procedures aimed at identifying and analyzing potential situations of conflicts of interest on the Board; he draws the attention of the Chairman of the Board of Directors to potential situations of conflicts of interest identified in this manner.

He reports on these matters to the Board of Directors.

Meetings

In principle, the Committee meets three times a year.

Meetings are convened by the Chairman of the Committee as necessary on his own initiative or at the request of the Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be). With regard to issues relating to the executive officers or to governance, an extraordinary meeting may also be convened at the request of at least one-half of the members of the Board of Directors who do not perform Executive Management duties in the Company or in its subsidiaries or, with regard to governance, at the request of the Lead Director.

The findings of the meetings of the Appointments and Governance Committee are submitted by the Chairman of the Committee or, for the part concerning governance, by the Lead Director where applicable, for discussion and, if applicable, a decision by the Board of Directors at the next Board meeting.

Committee members: Alexis Perakis-Valat (Chairman), Kim Ann Mink, Fatima Tighlaline, Christina Law

Composition

This Committee is composed of between three and five members of the Board of Directors.

The Committee is composed and organized in such a manner as to ensure that the majority of the votes is held by the independent members of this Committee, in accordance with the criteria applied by the Board of Directors.

The Board of Directors appoints the Chairman of this Committee. The Board of Directors may ask the same Director to chair both the Appointments and Governance Committee and the Remuneration Committee.

The Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be) participates in the Committee’s work and attends its meetings. The Chief Executive Officer is involved in the Committee’s work notably when he is informed of the remuneration policy for the principal managers who are not corporate officers.

However, the Chairman of the Board of Directors and the Chief Executive Officer, (or the Chairman and Chief Executive Officer, as the case may be), do not attend the deliberations made by  this Committee with regard to their own personal cases.

Tasks

The tasks of this Committee are as follows:

• Examine the performance and all the components of remuneration for the Corporate Officers and make the corresponding recommendations to the Board of Directors (including, in particular, with regard to the determination of the remuneration policy and its application).
• 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 to Executive Committee.
• Examine the proposals by the Executive Management concerning the granting of stock options, performance shares, 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 the fixed annual sum awarded to the Directors by the General Meeting, in compliance with the legislation relating to the remuneration policy for Corporate Officers.

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.

Meetings

In principle, the Committee meets three times a year.

Meetings are convened by the Chairman of the Committee as necessary on his own initiative or at the request of the Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be).

Issues with regard to the performance and conditions of remuneration and employment of the Chief Executive Officer and, as applicable, the Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be) are examined at least once a year.

The findings of the meetings of the Remuneration Committee are submitted by the Chairman of the Committee for discussion and, if applicable, a decision by the Board of Directors at the next Board meeting.

Committee members: Annette Winkler (Chairwoman), Philippe Dubrulle, Monica de Virgiliis, Christina Law, Michael H. Thaman

Composition

This Committee is composed of between three and five members of the Board of Directors. 

The Board of Directors appoints the Chairman of this Committee. 

Tasks

The tasks of this Committee are as follows:

• Examine, and make recommendations regarding the Group’s sustainability strategy and commitments.
• Monitor the Group’s sustainability actions and their deployment, as well as the actions engaged by the Foundation.
• Examine the sustainability risks in liaison with the Audit and Accounts Committee.
• Monitor the Group’s material sustainability issues and the associated sustainability Impacts, Risks and Opportunities (IRO).
• Examine the Group’s annual consolidated sustainability information published by the Company. The Committee is in addition, informed of the principal aspects of the sustainability information preparation process monitored by the Audit and Accounts Committee.
• Examine the vigilance plan and monitor its implementation within the Group.
• Make an annual review of a summary of the extra-financial ratings made with regard to the Group.

Regular reports are made to it by the member of the Executive Committee in charge of sustainable development on the Group’s sustainable development strategy and its implementation.

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

It reports on its work to the Board of Directors. The conclusions of the meetings of the Environment and Society Committee are presented by the Chairman of the Committee for discussion and, where applicable, a decision by the Board of Directors during a meeting of the latest.

Meetings

The Committee meets, in principle, three times a year.

Meetings are convened by the Chairman of the Committee as necessary on his own initiative or at the request of the Chairman of the Board of Directors (or the Chairman and Chief Executive Officer, as the case may be), the Lead Director or the Chair of the Audit Committee.

Joint Session

The members of the Environment and Society Committee and the members of the Audit and Accounts Committee shall meet at a joint session at least once a year. At this session, the members of the two Committees shall, in particular:

• review a summary of the sustainability risks examined over the course of the year by the Environment and Society Committee;
• review the sustainability risk-mapping;
• jointly review certain specific sustainability risks and the associated control procedures;
• discuss the work and conclusions of the Audit and Accounts Committee concerning the sustainability information preparation process, and the certification of information by the sustainability auditors.