Universal Registration Document 2022

Introduction

4.2.3.1 Audit Committee
Membership

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 Member Independent Director appointed by the Shareholders’ Meeting
Sandrine Lhenry 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
Number of members 8
Number of independent directors

Number of independent directors

8

3
Percentage of independent directors*

Percentage of independent directors*

8

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  17.1 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. Mr. Crémel 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”).

After receiving the opinion of the Appointments, Remuneration and Governance Committee, at its 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 receiving the opinion of the Appointments, Remuneration and Governance Committee, at its meeting of 15 June 2021, the Board of Directors decided to appoint Ms. Collin as a member of the Audit Committee and noted that she has expertise in financial and 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”).

Duties

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:

  • monitoring the process of preparing financial information and making any recommendations to guarantee its integrity;
  • monitoring the effectiveness of the internal control, risk management and internal audit systems, regarding procedures relating to the preparation and processing of accounting and financial information;
  • monitoring the performance of the duties of the Statutory Auditors, ensuring their independence, and approving the provision of the services referred to Article L. 822-11-2 of the French Commercial Code.

In fulfilling its duties, it examines and gives its opinion to the Board of Directors, in particular on:

  • the Company’s financial position, the medium-term plan and the budget;
  • the preliminary and consolidated annual and half-yearly financial statements and related financial reports;
  • the monitoring of risks and internal control (mapping of Group risks and methods of detection, anticipation and management of risks in all areas, 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;
  • the audit (annual audit programme, main findings and corrective actions, action plans, monitoring of their implementation);
  • the monitoring of the Statutory Auditors (coordination of the auditor selection procedure, monitoring of the fulfilment of their duties, taking account, where applicable, of the findings and conclusions of the Haut Conseil du Commissariat aux comptes (i.e. French High Council of Auditors), verification of compliance by the Statutory Auditors with the conditions of independence provided for in the applicable laws, opinion on the amount of fees, approval of the provision by the Statutory Auditors of services other than the certification of accounts in accordance with a procedure approved by the Board of Directors on 3 November 2016);
  • the financial aspects of external growth or divestment activities, which are particularly significant (see section 4.2.2.3 “Powers and duties of the Board of Directors”);
  • the policies in terms of insurance, energy market risks and risk of bankruptcy of the Group’s counterparties.

The Committee’s review of the financial statements is accompanied by a presentation by the Executive Management of the Group’s environmental, social and governance objectives and main achievements (monitoring of key indicators and ESG milestones), a presentation on significant off-balance sheet commitments, as well as a presentation by the Statutory Auditors highlighting the basis for the preparation of the financial statements, the applicable accounting framework, the audit approach used and the conclusions of their audit or limited review work.