committees of the Board of Directors
Pursuant
to the guidelines set out in the Medef/AFEP Report, the Board of Directors
created the following three specialized committees: The Board of Directors defines
the scope of the responsibilities of each committee in these Internal Guidelines.
Within its scope of responsibilities, each committee formulates proposals, recommendations
or opinions as applicable. For this purpose, it may decide to conduct any study
that might assist the Board in making informed decisions.
The Board of Directors appoints the Chairman and members of each committee. Committee
members personally attend their meetings, using audio communication or video communication
systems where required.
audit Committee
The audit Committee is composed by at least 3 members appointed by the board
on recommandation of the Compensation, Nominating and Governance Committee. The
audit committee’s president is one of the independant members of the board.
The committee met each other 7 times in 2007. The Chairman of the Board of Directors
or the statutory auditors refers any event that may expose the Group to signifi
cant risk to the Audit Committee. The Audit Committee may interview, outside the
presence of Management, the Chief Financial Offi cer, the Director of Accounting
and Management Control, the Treasurer or the Director of Internal Audit and Risk
Control. The Audit Committee may request that an internal or external audit be conducted
on any matter that it believes falls within the scope of its responsibilities.
.
compensation, nominating and governance Committee
The The submits recommendations to the Board of Directors relating to the appointment
of the members of the Board of Directors, the Chairman of the Board of Directors
and the members of the Committees of the Board of Directors. The Chairman of the
Board of Directors informs the compensation, nominating and governance Committee
of all nominations to the Group’s Executive Committee.
The Committee ensures the existence of a succession plan for the members of the
management team. It prepares, in close collaboration with the Chairman, the Board’s
decisions on the appointment of corporate offi cers. The Committee makes proposals
for improving the work of the Board of Directors and the regular update of its
Internal Guidelines. For this purpose, it organizes the procedure for evaluating
the work of the Board and its Committees. During the year 2007, the committee
organised 7 meetings.
strategy Committee
Each year, the Chairman of the Board of Directors refers the proposal for updating
the strategic plan provided for in Article 1 of these Internal Guidelines to the
strategy Committee. Other than in emergencies, the strategy Committee considers
the facts and issues referred to in Article 1 of these Internal Guidelines.
The strategy Committee is consulted on projects related to the Group’s development,
changes in industrial partnerships and proposed strategic alliances. It then reports
and makes recommendations for each project to the Board of Directors. During the
year 2007, the committee organised 4 meetings.
Board of Directors Committees structure
