Corporate Governance

Executive Management

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Terms and conditions for exercising executive management

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Executive management of the Company is assumed, under his/her own responsibility, either by the Chairman of the Board of Directors, or by another natural person appointed by the Board of Directors, and whose title is Chief Executive Officer.
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The Chief Executive Officer is appointed by the Board of Directors, which sets his term of office, his compensation and, where applicable, the limitations of his powers.
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Upon proposal of the Chief Executive Officer, whether this position is assumed by the Chairman of the Board of Directors or by another person, the Board of Directors may also appoint one or more natural persons responsible for assisting the Chief Executive Officer with the title of Deputy Executive Officers. The maximum number of Deputy Executive Officers is set at 5.
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In agreement with the Chief Executive Officer, the Board of Directors sets the scope and duration of the powers granted to the Deputy Executive Officers and sets their compensation.
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The age limit for terms of office as Chief Executive Officer and Deputy Executive Officers is set at 75 years.
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The Chief Executive Officer and Deputy Executive Officers may be dismissed at any time by the Board of Directors. The dismissal of a Chief Executive Officer who is not Chairman of the Board, and of a Deputy Executive Officer may give rise to damages if it is decided without just cause.

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To date, Executive Management is performed by Jean-Michel Carle Grandmougin (Chairman and Chief Executive Officer), Denis Fortier and Hervé Duchesne de Lamotte (Directors and Deputy Executive Officers).

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Powers of the Chief Executive Officer

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The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the Company. He/She exercises these powers within the limits of the corporate purpose, and subject to the powers expressly attributed by law to shareholders' general meetings and to the Board of Directors.
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The Deputy Executive Officers assist the Chief Executive Officer in the performance of his/her duties and have the same powers as the Chief Executive Officer, within the limits set by the Board of Directors in its appointment decision.
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The Chief Executive Officer may not, without prior authorization of the Board of Directors, take exceptional, strategic and/or investment decisions likely to significantly affect the operations of the Company and/or the nature and scope of its activities (acquisition of companies, joint ventures, sale of essential assets).

Audit Committee

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The internal rules of the Board of Directors stipulate that the Audit Committee be composed of no less than two and no more than five members, with the majority of its members being independent and possessing financial and accounting skills.

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The Audit Committee meets whenever required by the Company and at least twice a year, prior to the Board of Directors' review of the annual and semi-annual financial statements. Financial and accounting managers of the Company may be asked to attend the Board of Directors' meetings at the latter's discretion.

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When appointed, Committee members receive information concerning the accounting, financial and operational specifics in force within the Company and its Group. Prior to the publication of annual financial statements, the Audit Committee meets to review all risks.

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The Audit Committee's mission is to review:

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• The statutory and consolidated annual financial statements to facilitate their approval or review by the Board of Directors;
• The semi-annual consolidated financial statements;
• Significant risks, disputes and off-balance sheet commitments;
• The pertinence and durability of the accounting methods adopted in preparing the statutory and consolidated annual financial statements and consolidated semi-annual financial statements;
• The implementation of the Statutory Auditors' recommendations;
• The procedure for selecting Statutory Auditors, the formulation of an opinion on the amount of fees charged for performing their statutory audit mission, and verification that rules for ensuring their independence are maintained;
• Any financial or accounting question submitted to it by the Chairman of the Board of Directors, in particular the Company's budget.

To achieve these missions, the Committee may consult, if it so wishes, with the Statutory Auditors outside the presence of Company officers and financial managers. It also may consult, outside the presence of Company officers, the managers responsible for preparing the financial statements and responsible for internal audit, including the financial and accounting managers.

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The Committee may call on external experts as needed, and must have sufficient time to review the Company's financial statements. The Statutory Auditors must be present when the Audit Committee meets to review the Company's financial statements.

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With respect to financial control procedures and internal control procedures for collecting and reviewing information, the Committee verifies that they are defined and that they ensure that the financial information is reliable and true. It oversees that these procedures are regularly assessed and, if necessary, improved.

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The reports from the Audit Committee to the Board of Directors must enable the latter to stay fully informed of the recommendations and conclusions of the Committee's work.

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For all of its assignments, the Audit Committee presents its conclusions, recommendations, proposals or opinions to the Board of Directors, which alone is responsible for deciding.

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To date, Audit Committee members are Michel Picot, Chairman, and Patrick de Roquemaurel.