Specialized committees

The Board of Directors has set up three permanent specialized committees: an Audit and Accounts committee, a Nominating, Compensation and Corporate Governance committee and a Strategy committee.

The Audit and Accounts committee consists of Philippe Vassor (Chairman), Claire Pedini and Jean-Pierre Seeuws. All members of the Audit and Accounts committee are considered as independent under the criteria set by the AFEP-MEDEF Code.

It carries out the following duties:

• review consolidated accounts and financial statements prior to their consideration by the Board,
• assess internal control procedures,
• review internal and external audit work,
• assess the suitability and consistency of accounting principles and policies,
• submit recommendations on the appointment of the statutory auditors.

The Audit and Accounts committee met five times in 2012. The average attendance rate for committee members at these meetings was 90%.

The committee reports to the Board of Directors on its work and assesses annually the way it operates.

The Nominating, Compensation and Corporate Governance committee consists of Thierry Morin (Chairman), François Enaud, Bernard Kasriel and Victoire de Margerie, all being considered as independent following the criteria set by the AFEP-MEDEF Code.

The committee’s main roles are the following:

• assist the Board of Directors in appointing the corporate officers and directors,
• submit to the Board of Directors recommendations on the composition of the Board and its committees,
• submit proposals in the areas of compensation, pension schemes and contingency funds, and allocation of options to subscribe or purchase shares,
• review the compensation of Executive committee members and corporate officers,
• review the procedures for allocating attendance fees between Board members,
• submit recommendations on corporate governance best practices.

The Nominating, Compensation and Corporate Governance committee met three times in 2012.

The average attendance rate at these meetings was 100%.

It reports to the Board of Directors on its work and submits an annual assessment of its functioning.

The Strategy committee comprises all independent directors, including Jean-Pierre Seeuws as Chairman.

The roles of the committee include the review of:

• the main strategic options or projects proposed by the Management,
• the opportunities for external growth or divestment,
• the strategic financial operations and stock transactions.

The Strategy committee met once in 2012.

The attendance rate for committee members at this meeting was 78%.

The committee reports to the Board of Directors on its work.