The Government Commissioner and the Head of the French State General Economic and Financial Supervisory Mission to the Company may attend the meetings of these Committees. The Government Commissioner may be represented in these Committees.
The work of the Committees is organised within a programme prepared for the year. Meetings are recorded in the form of written minutes, and the Committee Chair gives an oral report at the following meeting of the Board of Directors.
The Board’s internal Rules of Procedure provide that the Committees shall meet in sufficient time before the Board meeting, the agenda of which includes consideration of matters falling within their remit.
The Committees may invite Company executives, including the Chairman and Chief Executive Office, to attend their meetings. They may also invite other parties to attend, whether employed by the Company or not, having informed the Chairman and Chief Executive Officer in advance and on the condition that they report such attendance to the Board. The Committees may also, having informed the Chairman and Chief Executive Officer, have recourse to technical studies and external on issues falling within their remit, at the Company’s expense, provided that they report this to the Board
In 2021, the Committees held a total of 21 meetings. The average overall attendance rate of the Committees was 94.1%. The average rates of attendance per Committee are provided under Sections 4.2.3.1 to 4.2.3.5 below.
For the individual attendance rates for the Directors to the Committees meetings, see section 4.2.2.9 “Activity of the Board of Directors in 2021”.
In accordance with the provisions of Article L. 823-19 of the French Commercial Code and the recommendations of the AFEP-MEDEF Code, the Audit Committee does not include any Chairman and Chief Executive Officer and includes more than two-thirds of independent members.
The table below outlines the membership of the Committee on the date of filing of this Universal Registration Document.
| Members of the Audit Committee | ||
|---|---|---|
| Marie-Christine Lepetit | Chair |
Director appointed by the Shareholders’ Meeting on recommendation of the French State |
| Bruno Crémel | Member | Independent Director appointed by the Shareholders’ Meeting |
| Nathalie Collin (1) | Member | Independent Director appointed by the Shareholders’ Meeting |
| Sandrine Lhenry (2) | Member | Director elected by the employees |
| Philippe Petitcolin | Member | Independent Director appointed by the Shareholders’ Meeting |
| Jean-Paul Rignac | Member | Director elected by the employees |
| Vincent Rodet | Member | Director elected by the employees |
| Christian Taxil | Member | Director elected by the employees |
(1) Ms Collin has been a member of the Audit Committee since 22 July 2021.
(2) Ms Lhenry has been a member of the Audit Committee since 28 July 2021.
| Number of members | 8 |
|---|---|
| Number of independent directors | 3 |
| Percentage of independent directors* | 75% |
* Excluding Directors representing the employees.
Article L. 823-19 of the French Commercial Code provides that at least one member of the Committee must have specific skills in financial or accounting matters and must be independent in accordance with the criteria defined and made public by the Board of Directors. Furthermore, Article 16.1 of the AFEP-MEDEF Code recommends that all members of the Audit Committee have financial or accounting skills, that the re-election of the Chair of the Committee be specifically examined by the Board and finally, that the proportion of independent directors on the Board be at least two-thirds, excluding Directors representing employees.
The Board of Directors’ meeting following the Shareholders’ Meeting of 16 May 2019, had re-examined the membership of the Committee, taking account of changes to the membership of the Board. Regarding the Audit Committee, the Board had noted in particular that Ms. Lepetit, whose re-election as Chair of the Audit Committee was proposed, and Mr. Crémel, have specific financial and accounting skills in accordance with the criteria recommended by the Autorité des marchés financiers (AMF, French Financial Markets Authority) in its report on the Audit Committee of 22 July 2010. The Board therefore found that Mr. Crémel meets the criteria regarding both skills and independence set out in Article L. 823- 19 of the French Commercial Code (see section 4.2.2.5 “Evaluation of Director independence”).
After receiving the opinion of the Appointments, Remuneration and Governance Committee, at their meeting of 17 February 2021 the Board of Directors appointed Mr Petitcolin as a member of the Audit Committee and noted that he has expertise in financial and accounting matters. Mr. Petitcolin also meets both the criteria regarding skills and independence set out in Article L. 823-19 of the French Commercial Code (see section 4.2.2.5 “Evaluation of Director independence”).
Lastly, after consultation with the Appointments, Remuneration and Governance Committee, the Board of Directors’ meeting held on 15 June 2021 decided, subject to her appointment as a Director by the General Meeting of 22 July 2021, to appoint Ms Collin as a member of the Audit Committee and noted that she has expertise in financial or accounting matters. Ms. Collin also meets both the criteria regarding skills and independence set out in Article L. 823-19 of the French Commercial Code (see Section 4.2.2.5 “Evaluation of Director independence”).
Under the supervision of the Board of Directors, the Audit Committee carries out the duties entrusted to it in accordance with Article L. 823-19 of the French Commercial Code. In accordance with this article, the Audit Committee is tasked with the following duties in particular:
In fulfilling its duties, it examines and gives its opinion to the Board of Directors, in particular on:
including social, environmental and climate change risks, organisation and evaluation of internal control processes); in this context, it ensures, in conjunction with the Corporate Responsibility Committee, the existence of programmes for the internal control and management of the main risks in terms of ethics, compliance, and corporate responsibility;
