Main remits

• 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.

President: Jean-Paul Agon
Members: Françoise Bettencourt Meyers, Paul Bulcke, Bernard Kasriel, Jean-Pierre Meyers.

Main remits

• 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.

President: Virginie Morgon
Members: Sophie Bellon, Fabienne Dulac, Béatrice Guillaume-Grabisch, Georges Liarokapis, Jean-Victor Meyers.

Main remits

• 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.

President: Sophie Bellon
Members: Paul Bulcke, Patrice Caine, Jean-Pierre Meyers.

Main remits

• 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.

President: Sophie Bellon
Members: Ana Sofia Amaral, Paul Bulcke, Belén Garijo, Jean-Pierre Meyers, Eileen Naughton.