5.2.3.2. Activity Report
The Audit Committee regularly reports to the Board on the progress of its work and takes note of the Board’s observations.
The Committee informs the Board without delay of any difficulties encountered.
In its report, the Audit Committee makes the recommendations it considers appropriate with regard to:
- the suitability of the various procedures and of the system as a whole for achieving the objective of managing information and risk;
- the effective application of the procedures in place, and where applicable, the means implemented to achieve this aim.
It also formulates in its report all recommendations and proposals aimed at improving the effectiveness of the various procedures or at adapting them to a new situation.
If the Committee detects a substantial risk over the course of its work which in its view is not adequately handled, it notifies the Chairman of the Board accordingly.
5.3 Nominations and Governance Committee
5.3.1. Remits
The main tasks of the Nominations and Governance Committee, within the context of the work of the Board, are to:
- review and propose candidates for appointment as new Directors to the Board. For this purpose, the Committee prepares a list, which is continually updated, of persons who could be appointed as Directors under the diversity policy applied to the Board of Directors and detailed in the Management Report. The Nominations and Governance Committee may commission one or more international firms that specialise in scouting for independent Directors and may also collect possible suggestions from the Directors. The Committee evaluates candidates' knowledge and expertise in terms of the Board's needs, identified in line with the diversity policy. The Nominations and Governance Committee makes its recommendations to the Board in the context of the selection of future new Directors;
- make recommendations on the diversity policy that is applied to the Board of Directors;
- provide the Board with clarifications on the conditions of performance of General Management and the status of the corporate officers;
- issue an opinion on proposals made by the Chairman of the Board for the appointment of the Chief Executive Officer;
- ensure the implementation of a procedure for the preparation of succession plans for corporate officers in the event of an unforeseen vacancy;
- ensure that the AFEP-MEDEF Code to which the Company refers is applied;
- discuss governance issues related to the functioning and organisation of the Board;
- decide on the conditions under which the regular evaluation of the Board is carried out;
- discuss the classification of Directors as independent, which is reviewed by the Board every year prior to publication of the Annual Report;
- conduct a review of the Committees that are in charge of preparing the Board’s work;
- review the implementation of the procedure for regular evaluation of current agreements concluded under normal terms;
- review the rules of ethical conduct, as set out in the Code of Business Ethics, and the Group’s strong values, such as respect and integrity, which must be widely shared, understood and put into practice;
- prepare the Board's decisions with regard to updating its Internal Rules.
5.3.2. Work organisation
The Committee meets when convened by its Chairman/Chairwoman, whenever the Chairman/Chairwoman or 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 Committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers.
The Chairman/Chairwoman of the Board is involved with its work, except where it concerns him or her personally.
The Committee must regularly report on its work to the Board and make proposals to the Board.
5.4 Human Resources and Remuneration Committee
5.4.1. Remits
The Board freely determines the remuneration of the Chairman/Chairwoman, the Chief Executive Officer and the Deputy Chief Executive Officers.
Within this framework, the main tasks of the Human Resources and Remuneration Committee are to make proposals with regard to the following in particular:
- the fixed and variable remuneration of the Chairman/Chairwoman of the Board and any other benefits he or she receives;
- the fixed and variable remuneration of the Chief Executive Officer and any other benefits he or she receives (pension, severance indemnities, etc.);
- the amount of the remuneration budget for Directors to be submitted to the Annual General Meeting and the method of distribution; the implementation of long-term incentive plans.
The Committee considers questions relating to the remuneration of corporate officers while they are not present at the meeting.
The Committee also considers all of the other components of the Human Resources policy, including employee relations, recruitment, diversity, talent management and fostering employee loyalty. As part of this review, the Committee is informed, in particular, of the remuneration policy for the main managers who are not Directors or corporate officers.
