The Secretary of each Committee is appointed with the approval of the Chairman/Chairwoman of the Committee. The Board Secretary may also be a Committee Secretary.
Each Committee decides upon the frequency of its meetings. These meetings are held at the Company’s headquarters or at any other place decided by the Chairman/Chairwoman of the Committee.
The Chairman/Chairwoman of each Committee prepares the agenda for each meeting.
The Committees may make contact, in the exercise of their duties, with the Company’s main senior managers, in agreement with the Chairman/Chairwoman of the Board and after informing General Management and will report on such contacts to the Board.
The Board may entrust a Committee Chair, or one or more of its members, with a special assignment or project to carry out specific research or study future possibilities. The designated individual will report on this work to the Committee concerned to allow the Committee to deliberate on this work and in turn report thereon to the Board.
For each Committee meeting, Committee members may decide to invite third parties to attend where necessary or on an advisory basis, whenever they see fit.
In its field of expertise, each Committee makes proposals and recommendations and expresses opinions as the case may be. For this purpose, it may carry out or request any studies that may assist the Board’s deliberations. When they use the services of external consultants, the Committees must ensure that their service is objective.
5.1.1. Remits
The remit of the Strategy and Sustainability Committee is to use its analyses and debates to highlight the Group’s strategic priorities, including its multi-annual strategic priorities for corporate social responsibility, as submitted to the Board of Directors, and to monitor the implementation and advancement of significant operations in progress.
The Committee examines:
More generally, the Committee debates all issues considered essential for the future strategy of the Group and for preserving its main financial balances.
5.1.2. Work organisation
It meets when convened by the Chairman/Chairwoman of the Committee, whenever he/she or the Board deem it necessary.
The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, or together with the Board of Directors where the Board calls the meeting.
The Strategy and Sustainability Committee reports on its work to the Board whenever necessary at least once a year.
5.2.1. Remits
The Audit Committee, acting under the responsibility of the members of the Board, is responsible for monitoring issues relating to the preparation and control of accounting, financial and sustainability reporting, the Internal Control and risk management systems and the Statutory Auditors.
The Audit Committee must ensure that General Management has the means to be able to identify and manage the economic, financial, legal and sustainability risks the Group faces, both within and outside France, in the conduct of its normal or exceptional operations.
Without prejudice to the authority of the Board of Directors, this Committee is responsible in particular for:
monitoring the process for developing financial information and sustainability reporting, including in digital format, where applicable, and making recommendations to ensure the integrity of these processes.
The Committee is informed of the accounting rules applicable within the Group. Any issues that may be encountered in the due and proper application of such rules are referred to this Committee. It examines any proposals for a change in accounting principles or in accounting methods and stays informed, in particular of accounting principles at the national and international level.
The Audit Committee’s review of the financial statements is accompanied by a presentation from the Chief Financial Officer describing the Company’s significant off-balance sheet commitments;
It conducts an annual review of the risk factors section of the Management Report and of Internal Control and risk management procedures.
