Each year, the Board carries out an evaluation of its ability to respond to the expectations of shareholders by reviewing its composition, its organisation and its modus operandi.
At its last meeting for the year and on the basis of a summary of the interviews that are organised and conducted with each Director prior to this meeting, the Board discusses points of view and opinions expressed, based on a guide which in particular includes the recommendations adopted by the AFEPMEDEF Code. It draws the conclusions from this with the aim of improving the conditions for the preparation and organisation of its work and that of its Committees.
The results of the evaluation, together with aspects that remain to be approved, are passed on to the shareholders in the Universal Registration Document and at the time of the Annual General Meeting.
When the Board sets up Committees, it appoints the members of these Committees and determines their duties and responsibilities.
These Committees act within the remit granted to them by the Board and therefore have no decision-making power. The Committees may not at any time take over the powers of General Management as set out in article 1.2.2 of these Rules.
All Committee members are Directors. They are appointed by the Board in person and may not be represented. All Board members have the necessary qualifications due to their professional experience. They actively take part in Committee meetings with complete freedom of judgement and act in the interest of the Company.
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. They 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.
The remit of the Strategy and Sustainability Committee is to use its analyses and debates to highlight the strategic direction, including its multi-annual strategic priorities for corporate social responsibility, falling within the Board’s remit, 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.
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.
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.
