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21.2 The Chairman of the Board of Directors and, in the event that
the CEO’s functions would be exercised by a director other than
the Chairman of the Board, the CEO, cannot be members of the
Audit Committee.
21.3 The majority of members of the Audit Committee, including its
Chairman, must be independent directors, in accordance with
the criteria defined in paragraph 2.4.
The members of the Audit Committee are chosen for their expertise
in financial matters.
Article 22 – Operation of the Audit Committee
22.1 The Audit Committee meets at least twice a year prior to the
closing of the annual and interim financial statements.
22.2 The Audit Committee may also meet whenever a Board decision
is necessary and within the competence of the Committee.
22.3 The operation of the Audit Committee is governed by the laws
and regulations in force as well as the provisions of the bylaws
and rules of procedure and in particular Article 18.
COMPENSATION COMMITTEE
Article 23 – Tasks of the Compensation Committee
23.1 The Compensation Committee has the task of formulating to
the Board of Directors the recommendations and proposals for
members of the Board who would be beneficiaries:
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the allocation of directors’ fees;
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all elements of remuneration of senior management of the Company,
including the conditions applicable at the end of their mandate;
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changes or potential changes to the pension and benefit plans
covering members of senior management of the Company;
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benefits in kind and other pecuniary rights;
23.2 The Compensation Committee is also tasked with formulating
to the Board recommendations the performance criteria to
apply, if any, when granting or exercising any share subscription
or purchase options, as well as when allocating free shares at
Group level.
23.3 The Compensation Committee may also issue to the senior
management of the Group opinions or recommendations on:
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the executive remuneration policy;
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all incentive mechanisms in favor of the Group companies’ executive
staff.
Article 24 – Composition of the Compensation Committee
24.1 The Compensation Committee is composed of at least three
members, including its chairman.
24.2 The Chairman of the Board of Directors and, in the event that
the CEO’s functions would be exercised by a director other than
the Chairman of the Board, the CEO, cannot be members of the
Compensation Committee.
24.3 The majority of members of the Compensation Committee,
including its Chairman, must be independent directors, in
accordance with the criteria defined in paragraph 2.4.
Article 25 – Operation of the Compensation Committee
25.1 The Compensation Committee meets at least once a year to
establish all the components of the remuneration of senior
management of the Company to submit for the approval of
the Board.
25.2 The Compensation Committee may also meet whenever a
Board decision is necessary and within the competence of
the Committee.
25.3 The operation of the Compensation Committee is governed by
the laws and regulations in force as well as the provisions of
the bylaws and rules of procedure and in particular Article 18.
NOMINATIONS COMMITTEE
Article 26 – Tasks of the Nominations Committee
The Nominations Committee has the following missions:
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to assist the Board in selecting members of the Board of Directors,
members of the Board’s committees and the Chairman, the CEO
and, if appropriate, the Deputy CEOs;
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to select potential members of the Boardwhomeet the independence
criteria and to submit the list to the Board;
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to prepare the succession of members of senior management of
the Company;
Article 27 – Composition of the Nominations Committee
27.1 The Nominations Committee is composed of at least three
members, including its chairman.
27.2 The Chairman of the Board of Directors and, in the event that
the CEO’s functions would be exercised by a director other than
the Chairman of the Board, the CEO, cannot be members of the
Nominations Committee.
Information regarding the company and corporate governance
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