The appointment or renewal of the Chairman/Chairwoman of the Audit Committee, proposed by the Nominations and Governance Committee, must be subject to a specific review by the Board.
The Chairman/Chairwoman and Chief Executive Officer or the Chief Executive Officer is not a member of the Audit Committee.
5.2.3. Work organisation
The Chairman/Chairwoman of the Audit Committee issues guidelines for the Committee’s work each year, based on his/her judgement concerning the importance of the specific types of risk faced, in agreement with the General Management and the Board.
The Committee meets when convened by its Chairman/Chairwoman, whenever the Chairman/Chairwoman or Board considers this appropriate.
The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, in relation with the Board if the latter initiated the convening of the meeting. The agenda is sent to the Committee members before the meeting, together with the information which is useful for their debates.
To carry out its remit successfully, the Audit Committee may also, in agreement with General Management, obtain information from people who are able to assist it in the performance of its tasks, and in particular senior managers in charge of economic and financial issues and those in charge of information processing.
5.2.3.1. Relations with the Statutory Auditors and, where applicable, the ITO
The Committee regularly interviews the Statutory Auditors and, where applicable, the ITO, sometimes without management being present.
The Statutory Auditors and, where applicable, the ITO, inform the Audit Committee of:
- the general work programme implemented as well as the various sampling tests they have carried out;
- the changes which they consider should be made to the financial statements to be approved or other accounting documents, making any appropriate observations on the valuation methods used to prepare them;
- the irregularities and inaccuracies they may have discovered;
- the conclusions resulting from the above observations and rectifications with regard to the results for the period compared to those for the previous period.
The Statutory Auditors and, where applicable, the ITO, also assess, with the Audit Committee, the risks with regard to their independence and the protective measures taken to mitigate these risks. For this purpose, the Committee obtains a statement of independence from the Statutory Auditors and, where applicable, the ITO.
They inform the Committee of significant Internal Control weaknesses, with regard to the procedures for preparation and processing of accounting and financial information and sustainability reporting, and provide it with the documents required by law every year.
5.2.3.2. Activity Report
The Audit Committee regularly reports to the Board on the exercise of its remits and takes note of the Board’s observations.
The Committee informs the Board without delay of any difficulty encountered. In its report, the Audit Committee makes the recommendations it considers appropriate with regard to:
- the suitability of the various procedures and of the system as a whole in terms of achieving the objective of managing information and risk;
- the effective application of the procedures in place, and where appropriate, the means implemented to achieve this aim.
It also formulates in its report all recommendations and proposals aimed at improving the effectiveness of the various procedures or at adapting them to a new situation.
If during its work, the Committee detects a substantial risk which in its view is not adequately handled, it notifies the Chairman of the Board accordingly.
5.3. Nominations and Governance Committee
5.3.1. Remits
The main tasks of the Nominations and Governance Committee, within the context of the work of the Board, are to:
- review and propose to the Board candidates for appointment as new Directors. For this purpose, the Committee prepares a list, which is continually updated, of persons who could be appointed as Directors under the diversity policy applied to the Board of Directors and detailed in the Management Report. The Nominations and Governance Committee may commission one or more international firms that specialise in scouting for independent Directors and may collect possible suggestions from the Directors. The Committee evaluates the knowledge and expertise of the candidates in terms of the needs identified in line with the diversity policy. The Nominations and Governance Committee makes its recommendations to the Board in the context of the selection of future new Directors;
- make recommendations on the diversity policy applied to the Board of Directors;
- provide the Board with clarifications on the conditions of performance of General Management and the status of the corporate officers;
- issue an opinion on proposals made by the Chairman of the Board for the appointment of the Chief Executive Officer;
- ensure the implementation of a procedure for the preparation of succession plans for the corporate officers in the event of an unforeseen vacancy;
- ensure that the AFEP-MEDEF Code to which the Company refers is applied;
- discuss governance issues related to the functioning and organisation of the Board;
- decide on the conditions in which the regular evaluation of the Board is carried out;
- discuss the classification of Directors as independent, which is reviewed by the Board every year prior to publication of the Annual Report;
- conduct a review of the Committees that are in charge of preparing the Board’s work;
- review the implementation of the procedure for regular evaluation of current agreements concluded under normal terms;
- review the rules of ethical conduct, as set out in the Code of Business Ethics, and the Group’s strong values, such as respect and integrity, which must be widely disseminated, known and put into practice.
- prepare the decisions by the Board with regard to updating its Internal Rules.
