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18.16 Each committee rules as necessary on its other operating
procedures.
Each committee periodically ensures that its rules and operating
procedures allow it to assist the Board of Directors to deliberate validly
on the issues of its competence.
AUDIT COMMITTEE
Article 19 – Duties of the Audit Committee
19.1 The Audit Committee’s primary duties include reviewing the
accounts and monitoring the issues relating to the preparation
and control of accounting and financial information.
AS such, it is responsible for:
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reviewing the draft separate and consolidated financial statements,
interim and annual, before submission to the Board, including
ensuring the relevance and consistency of the accounting policies
adopted to prepare the separate and consolidated financial
statements and examining any difficulties encountered in the
application of the accounting policies;
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reviewing the financial documents issued by the Company upon
closing the annual and interim financial statements;
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assessing the reliability of the systems and procedures that
contribute to the preparation of financial statements and the validity
of decisions taken to handle significant transactions;
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monitoring the legal verification of the annual financial statements
and consolidated financial statements by the auditors.
19.2 The Audit Committee also has the task of verifying the
effectiveness of the Company’s internal control and risk
management systems.
AS such, it is responsible for:
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reviewing, with the heads of the Group’s internal audit, the
organization of internal control, its functioning and the procedures
in place;
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examining, with the heads of the Group’s internal audit:
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the recommendations and objectives regarding internal control;
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the monitoring of interventions and actions by the officials
concerned within the Group;
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reviewing the results of the internal audit;
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checking that the procedures used by the internal audit that
contribute to the Company’s financial statements accurately reflect
the reality of the Company and comply with its accounting principles;
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reviewing the adequacy of the analytical and risk monitoring
procedures, ensuring the establishment of a process of identification,
quantification and prevention of major risks arising from the Group’s
activities;
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examining the draft report of the Chairman of the Board of Directors
on internal control and risk management procedures.
19.3 The Audit Committee is also responsible for checking the
effectiveness of the external control of the Company.
AS such, it is responsible for:
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issuing a recommendation on the auditors proposed for appointment
by the Shareholders’ General Meeting of the Company;
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ensuring the independence of the Company’s auditors;
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ensuring the adequacy of the remuneration of the auditors
of the Company for the actual accomplishment of their task, a
remuneration that should be sufficient so as not to undermine their
independence and objectivity;
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reviewing each year, with the auditors, their intervention plans, the
conclusions of their interventions, their recommendations, and the
way they are adhered to.
19.4 The Audit Committee regularly reports to the Board of Directors
on the performance of its duties and informs it promptly of
any difficulties encountered. These reports are the subject of
records provided to directors at the relevant meetings of the
Board of Directors.
Article 20 – Means available to the Audit Committee
20.1 In accordance with applicable laws and regulations and the
provisions of the bylaws and these rules, the Audit Committee
in general and each of its members in particular may request
copies of information they find relevant, useful or necessary
for the performance of their tasks.
20.2 In accordance with applicable laws and regulations and the
provisions of these rules, the Audit Committee may request to
proceed with the hearing of the auditors or hear players of the
Company including members of the senior management, and
in particular the CFO. These hearings may be held, if necessary,
without the presence of members of senior management.
20.3 In accordance with applicable laws and regulations, the
Audit Committee may, if it deems necessary, engage into an
independent investigation.
20.4 In general, the Audit Committee will be informed by senior
management of the Company and the auditors of any event
that may expose the Company, the Group or any of the Group
entities, to significant risk.
The appreciation of the significance of the risk shall be the task of
senior management of the Company or the auditors, under their own
responsibility.
Article 21 – Composition of the Audit Committee
21.1 The Audit Committee is composed of at least three members,
including its chairman.
Information regarding the company and corporate governance
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