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Management Board

The Management Board currently has three members :

Executive Committee

Supervisory Board

The Board continuously supervises the company's Management Board, under the conditions stipulated by law, the company's by-laws and the internal rules of the Supervisory Board and its committees. At all times of year, it will perform the checks and controls that it deems appropriate and may request any documents that it considers useful in the fulfilment of its duties.

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In particular, after the end of each half-year, the Supervisory Board will check and control the semi-annual and annual consolidated financial accounts prepared by the Board of Directors. At each Ordinary Annual General Meeting, the Supervisory Board will present a report of its remarks on the management report produced by the Board of Directors, as well as on the consolidated financial accounts for the previous year.

The Supervisory Board is regularly informed by the Managment Board of the group's management targets and their fulfilment (particularly in respect of the annual budget and the investment plan), as well as investment, risk control and human resources management policies and their implementation at the group. The Board of Directors will also bring any unusual situations to it.

The internal rules of Supervisory Board also states its members' obligations as described in the AFEP-MEDEF Code on corporate governance. In particular, the by-laws stipulate that the Supervisory Board's members may request additional training on the special features of the company and of the companies that it controls, their businesses and their business sectors, and may also request information occasionally or hear from members of the Board of Directors or members of the Executive Committee. Finally, it is also stipulated that members of the Supervisory Board will, in general, receive periodic, ongoing information on the company's results, activities and developments.

The internal rules of the Supervisory Board defines the terms and conditions of its meetings. Consequently, Supervisory Board meetings are convened by its chairperson or, in the event of an impediment, by its vice-chairperson, and by any available means, even orally.

However, the chair must convene the Supervisory Board when at least one member of the Board of Directors or at least one third of the members of the Supervisory Board submit a justified written request to do so, within 15 days of receipt of that request. If the request goes unanswered, its author(s) may convene the meeting themselves, providing the agenda for the session.

The Board meets at least once every three months, namely to examine the quarterly report that the Board of Directors must present to it, as needed by the Audit Committee, and to check and control the documents and information communicated by the Board of Directors, and at any other time, when in the company's interest. The frequency and length of the sessions must be such that they enable the examination and in-depth discussion of subjects under the Supervisory Board's responsibility.

The meetings are chaired by the chairperson or, in the event of his/her absence, by the vice-chairperson. In the event of the absence of both the chairperson and the vice-chairperson, they will be chaired by a member of the Supervisory Board designated by the Board. For the purpose of calculating the quorum and the majority of members of the Supervisory Board, members will be considered in attendance who are present through video conferencing or conference call methods that provide for their identification and can guarantee their effective participation, under the conditions set out by application legislation and regulation.

Finally, the by-laws stipulate the methodology for assessing the Supervisory Board's operations. To that end, the Supervisory Board must dedicate a point on its agenda once a year, based on the report of the Nomination and Compensation Committee, to assess its methods of operation. A formal assessment of the Supervisory Board and its committees must be produced at least once every three years, possibly led by an independent member of the Supervisory Board and, as needed, with the assistance of an outside consultant. The annual report informs the shareholders of the results of the assessments and any follow-on actions.

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Audit Committee

The Audit Committee's mission is to track questions about the production and inspection of financial and accounts information and to ensure the effectiveness of the risk tracking and internal operational control system in order to simplify the Supervisory Board's performance of its inspection and control functions. Within this framework, the Audit Committee performs the following functions in particular: (i) monitoring of the process for producing financial information, (ii) monitoring of the effectiveness of the systems used for internal controls, internal audits and risk management relating to financial and accounts information, (iii) monitoring of statutory audits of the consolidated corporate accounts by the company's statutory auditors, and (iv) monitoring of the statutory auditors' independence.

  • Members

    Antoine Burel
    Chairman
    Independent Member of the Supervisory Board

    Thierry Morin
    Member
    Chairman and independent Member of the Supervisory Board

    Magali Chesse
    Member
    Member of the Supervisory Board

  • The Audit Committee's by-laws

    The Audit Committee's by-laws stipulate that the company will have any resources it may deem necessary to the fulfilment of its functions. In particular, the Committee may hear the company's and the group's companies' statutory auditors, the financial, accounts and cash management directors, and the head of internal auditing. If the Committee so decides, those people may be heard outside the presence of the members of the Board of Directors. It may also ask the Board of Directors to supply any information it may consider to be necessary. The Committee may also contact members of the Executive Committee, after so informing the chairperson of the Board of Directors and on condition of reporting back to the Supervisory Board and the Board of Directors. The Committee receives meaningful documents falling under its remit (memoranda by financial analysts and ratings agencies, summaries of audit assignments, etc.). It may request any additional studies that it deems necessary.

    The Audit Committee's annual and quarterly examinations of the accounts must be accompanied by a presentation by the statutory auditors, underscoring the main points of the results and the accounts options selected, and a presentation by the financial director describing the company's exposure to significant risks and off balance sheet commitments. Its meetings are held before the Supervisory Board's meetings and, whenever possible, at least two days prior to those meetings when the Audit Committee's meeting agenda covers an examination of the semi-annual and annual accounts prior to their examination by the Supervisory Board.

Appointments, Compensation and Governance Committee

The primary mission of the Appointments, Compensation and Governance Committee is to assist the Supervisory Board with the membership of the company's executive bodies and with the determination and regular assessment of all of the remuneration and benefits of the members of the Board of Directors, including any deferred benefits and/or compensation for voluntary or forced departure from the group. Within this framework, it performs the following duties in particular: (i) proposals for the nomination of members to the Supervisory Board, the Board of Directors, the Advisory Committee and the committee that analyses the candidacies of non-independent members of the Supervisory Board, (ii) annual assessment of the accrued terms of office of the Supervisory Board members, (iii) examination and proposal to the Supervisory Board concerning all of the terms and conditions of remuneration of the members of the Board of Directors, (iv) examination and proposal to the Supervisory Board concerning the method of distribution of attendance tokens, and (v) other occasional duties.

  • Members

    Florence Noblot
    Chairman
    Independent member of the Appointments, Compensation and Governance Committee

    Thierry Morin
    Member
    Chairman and independent Member of the Appointments, Compensation and Governance Committee

    Joy Verle
    Member
    Chairman and independent Member of the Appointments, Compensation and Governance Committee

Auditors

Represented by Edouard Sattler
Member of the Regional Company of Statutory Auditors of Versailles

63 rue de Villiers
92200 Neuilly-sur-Seine
Appointment renewed at the General Meeting on May 23, 2019  for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending December 31, 2024.

Mazars

Represented by Isabelle Massa
Member of the Regional Company of Statutory Auditors of Versailles

61 rue Henri Regnault
Tour Exaltis
92400 Courbevoie
Appointment renewed at the General Meeting on May 23, 2019 for a period of six financial years, expiring at the end of the General Meeting that will finalize the financial year ending December 31, 2024.

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