are prohibited from holding directorships in any French or foreign company, listed or unlisted, outside the Group.
Audit Committee Membership The Audit Committee consists of two independent Directors, Bernard Jourdan, Chairman of the Committee, and Anne Binder. The AFEP-MEDEF Code requires the members of the Committee to be competent in ﬁnancial and accounting matters, and that, upon their appointment, they should be provided with information regarding the speciﬁc accounting, ﬁnancial and operational characteristics of the company. This is the case with its two members, in view of their academic qualiﬁcations and professional career, as described in their biographies. In particular, Bernard Jourdan, the Chairman of the Committee, holds a Master of Science in Management from the Sloan School of Management (MIT, Cambridge, USA), is an alumnus of École Centrale de Paris (Engineering), and obtained an MS (DECS) in accounting from the University of Paris and a BA in economics from the University of Paris Assas. Anne Binder graduated from the Institut d’Études Politiques of Paris. She also has a BA from the Paris faculty of law and a Master in Business Administration from INSEAD in Fontainebleau, France; she is also Vice Chairman of the French National Chamber of Financial Expert Consultants. Mission As prescribed in law and as recommended by the AFEP-MEDEF Code, the mission of the Audit Committee is to: – review the ﬁnancial statements, and in particular ensure the relevance and continuity of the company’s accounting methods used to prepare the consolidated and statutory ﬁnancial statements; oversee the process for the preparation of ﬁnancial disclosure and the effectiveness of internal control and risk management procedures; and, prior to meetings of the Board of Directors, to review press releases and quarterly and annual ﬁnancial announcements. The Audit Committee scrutinizes important transactions liable to give rise to conﬂicts of interest; – oversee the rules governing the independence and objectivity of the Statutory Auditors, manage the procedure for the selection of Statutory Auditors when their current appointment expires, and to make
1.3. Committees of the Board of Directors
The Board of Directors has created three specialized Committees: an Audit Committee (2001), a Compensation Committee (2001), and a Strategic Committee (2004). Given the limited number of Directors, the functions of the Nominating Committee as laid down in the AFEP-MEDEF Code is performed either by the Compensation Committee or by the Board of Directors in plenary session, depending on the case. As recommended by the AFEP-MEDEF Code, the Audit and Compensation Committees do not contain any executive directors. Moreover, article L. 823-19 of the French Commercial Code, bars directors holding management positions from membership of the said Committee with effect from August 31, 2013. The company has complied with these stipulations. Finally, in its amended version of June 2013, the AFEP-MEDEF Code requires each committee to establish rules spelling out its duties and procedures. These may be incorporated into the standing Internal Rules and Procedures of the Board of Directors, and the company did so in its updated version published on its website on July 30, 2014. André Harari does not hold any operational position. However, he is closely involved in the management of the company, is regularly invited by the Chairs of the Audit and Compensation Committees to take part in their meetings to enable them to beneﬁt from his experience and deep knowledge of the company. Each Committee may invite all persons of its choosing to attend its meetings, conditional on a pledge of conﬁdentiality and subject to veto by its Chairman. In this event, it must then report on this to the Board of Directors. The chapters below have been completed this year to reﬂect the most recent version of the Internal Rules and Procedures of the Board of Directors.