It meets when convened by the Chairman/ Chairwoman of the Committee whenever he/she or the Board considers this appropriate.
The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, in conjunction with the Board of Directors if the Board initiates the meeting.
The Strategy and Sustainability Committee reports on its work to the Board whenever necessary at least once a year.
The Audit Committee, acting under the responsibility of the members of the Board, is responsible for monitoring issues relating to the preparation and control of accounting, financial and sustainability reporting, the Internal Control and risk management systems, and questions relating to the Statutory Auditors.
The Audit Committee must ensure that the General Management has the means to enable it to identify and manage the economic, financial, legal and sustainability risks the Group faces both within and outside France in the conduct of its normal or exceptional operations.
Without prejudice to the areas of authority of the Board of Directors, this Committee is responsible in particular for:
The Committee is informed of the accounting rules applicable within the Group. Any issues that may be encountered in the due and proper application of such rules are referred to it. It examines any proposal for a change in accounting principles or in accounting methods and stays informed, in particular with regard to accounting principles at the national and international level.
The Audit Committee’s review of the financial statements is accompanied by a presentation by the Chief Financial Officer describing the Company’s significant off-balance sheet commitments;
It conducts an annual review of the section of the Management Report on risk factors and Internal Control and risk management procedures.
The Audit Committee’s review of the financial statements is accompanied by a presentation by the Chief Financial Officer describing the Company’s exposure to significant risks;
It reviews the audit plan and the work programme of the Statutory Auditors and, where applicable, the ITO, the findings of their audits, their recommendations and the follow-up action taken further to such recommendations.
It reviews the breakdown of fees billed by the Statutory Auditors and, where applicable, the ITO.
It takes into account the findings and conclusions of the French regulatory body for statutory auditors (Haute Autorité de l’Audit) following the audits carried out.
It makes a recommendation with regard to the Statutory Auditors and, where applicable, the ITO, proposed for appointment by the Annual General Meeting, and makes further recommendations for the renewal of such appointments;
It decides on this point after analysing the risks to the independence of the Statutory Auditors and, where applicable, the ITO, and the safeguards applied by them. The Committee may therefore approve each non-audit service on a case bycase basis or approve a set of services as a whole;
This monitoring enables the Committee to issue recommendations, where necessary, concerning the improvement of existing processes and the possible setting up of new procedures.
The Audit Committee can be consulted for all questions relating to procedures for controlling risks of an unusual nature, particularly when the Board or the General Management considers it appropriate to submit such questions to it.
All the Directors who are members of this Committee have the necessary qualifications due to their professional experience and their good knowledge of the Group’s accounting and financial procedures.
As soon as they are appointed, the members of the Audit Committee must receive specific information on the Company’s accounting, financial or operational particularities.
