ACTIVELY INVOLVED COMMITTEES PREPARE FOR THE BOARD MEETINGS
The Board’s discussions and decisions are assisted by the work performed by its Committees, which report to it after each of their meetings. The remits of each Committee are described in detail in the Internal Rules of the Board of Directors. The Committees were again given responsibility by the Board for preparing its decisions in 2017. The Board’s Committees act strictly within the framework of the remits given to them by the Board. They prepare actively for its work and make proposals but they do not have any decision-making powers.
STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE
- Providing insight, through its analyses, into the strategic orientations submitted to the Board.
- Monitoring the implementation and advancement of significant operations in progress and ensuring that the main financial balances are maintained.
- Examination of the main strategic lines of development, options or projects presented by the General Management, and their economic and financial consequences, opportunities for acquisitions and financial transactions liable to significantly change the balance sheet structure.
- Verification of the integration of the Company’s commitments with regard to Sustainable Development, in light of the challenges specific to the Group’s business activities and its objectives.
- Examination of the proposed strategic orientations defined by the Board with a view to consultation of the Central Works Council.
- Monitoring of the process for preparation of financial information.
- Monitoring of the statutory audit of the annual and consolidated accounts by the Statutory Auditors.
- Review of the audit plans and the Statutory Auditors’ work programme and the results of their audits.
- Monitoring of the Statutory Auditors’ independence.
- Approval of non-audit services.
- Monitoring of the efficiency of the Internal Control and risk management systems.
- Warning role with regard to the Chairman of the Board in the event of detection of a substantial risk which in its view is not adequately taken into account.
- Task of monitoring the Group’s main risk exposures and sensitivities.
- Review of the programme and objectives of the Internal Audit Department and the Internal Control system methods and procedures used.
- Annual review of the section of the Management Report on risk factors and Internal Control and risk management procedures.
APPOINTMENTS AND GOVERNANCE COMMITTEE
- Reflections and recommendations to the Board with regard to the methods of performance of General Management and the status of the executive officers.
- Issuing an opinion on proposals made by the Chairman of the Board of Directors for appointment of the Chief Executive Officer, where applicable.
- Preparation of succession plans for the executive officers in the event of an unforeseen vacancy.
- Proposal to the Board of new Directors.
- Examination of the classification as independent Director which is reviewed by the Board every year.
- Verification of the due and proper application of the Code of Corporate Governance to which the Company refers
- (AFEP-MEDEF Code).
- Discussion on governance issues related to the functioning and organisation of the Board.
- Conducting the reflection process with regard to the committees that are in charge of preparing the Board’s work.
- Preparation for the decisions by the Board with regard to updating its Internal Rules.
HUMAN RESOURCES AND REMUNERATION COMMITTEE
- Making proposals relating to the remuneration of the Chairman of the Board of Directors and that of the Chief Executive Officer, where applicable.
- Setting of the total amount of attendance fees to be submitted to the Annual General Meeting and the method of distribution.
- Determination of the policy for Long-Term Incentive plans, in particular through plans for free grants of shares or performance shares (ACAs).
- Monitoring of the Human Resources policy: employee relations, recruitment, diversity, etc.
- Monitoring of the application of the Code of Ethics in the Company.