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G
Corporate governance and capital
G.3
Report of Chairman of the Board of Directors on corporate governance and internal control
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and receive internal audit reports or a regular summary of those
audit. It should be informed of the program for the internal audit
reports. The Committee may use external experts as needed.
Committee must interview those responsible for the internal
As far as internal audit and risk control are concerned, the
In 2016, the Audit Committee, in its operation, could benefit
Financial Officer, the Internal Audit Director, the Group Senior
from Company internal skills, in particular the Group Chief
Senior Vice-President Group Controlling & Accounting, the Group
Vice-President Bid Control and Business Risk Management, the
Chairman, meetings of the Audit Committee.
General Counsel, the Investor Relations and Financial
attended, as applicable and upon request from the Committee
Communication Director, as well as the statutory auditors who
All documentation presented to the Committee was
Officer several days prior to the meetings.
communicated to the Committee by the Group Chief Financial
Works in 2016
During the 2016 financial year, the Audit Committee met 7
times. Attendance of members to the meetings was an average
of 86%.
main accounting items. The Audit Committee examined the
presentation to the Board; the Committee also reviewed the
draft financial press releases before their submission to the
quarterly financial reports on the Group’s performance, and the
During the 2016 financial year, the Audit Committee reviewed
statements related to off-balance sheet, before their
the accounting and financial documents, including the
information.
Board of Directors. The Audit Committee reviewed the forecast
well on Unify financial performances. The Committee heard the
general audit mission.
reports of their other works carried out in connection with their
concerning the annual and half-yearly accounts, as well as the
intermediate and final reports of the statutory auditors
the provisions. The Committee was involved in the drafting of
also reviewed the state of the declared claims and litigations and
on the state of the Group’s treasury and financing needs and as
the “Chairman’s report”. The Committee was regularly informed
concerning the activities of the internal audit. The Committee
of the main missions and reviewed the summary reports
management of risk of the significant contracts. The Committee
was informed on a regular basis of the monitoring and
The Audit Committee was regularly informed of the conclusions
auditors.
examined the fees and the independence of the statutory
force of the European audit reform on its activity. It also
The Committee also analysed the consequences of the entry into
distribution of dividend, in particular the option for the payments
The Audit Committee was informed of the conditions for
of the dividend in shares.
[G4-52] and [G4-53]
The Nomination and Remuneration Committee
G.3.1.7
Mission
Within its relevant fields of competence, the Nomination and
Remuneration Committee shall have the task of preparing and
facilitating the decisions of the Board of Directors.
officer of the Company and to formulate an opinion on these
member of the Board of Directors or to a position of executive
applications and/or a recommendation to the Board of Directors.
With respect to nominations, the general field of competence of
examine any application for an appointment to the position of
the Nomination and Remuneration Committee is to seek and
discussed each year by the Board of Directors before the
Nomination and Remuneration Committee and reviewed and
publication of the Registration Document.
operations involving a risk of a conflict of interest between the
The Nomination and Remuneration Committee examines major
qualification of an independent Director shall be discussed by the
Company and the members of the Board of Directors. The
regarding the compensation of the Chairman and Chief Executive
Remuneration Committee’s task is to formulate proposals
the rules governing the variable compensation, ensuring the
Officer (the amount of the fixed compensation and definition of
With respect to compensation, the Nomination and
consistency of these rules with the annual assessment of the
Company, as well as checking the annual application of such
performances and with the medium-term strategy of the
rules).
options for the subscription and/or purchase of Company shares,
task is to formulate proposals regarding the decisions to grant
or Company performance shares to the benefit of executive
The Nomination and Remuneration Committee also contributes
Company and its subsidiaries. In particular, the Committee’s
to the preparation of the profit sharing policy of the staff of the
and its subsidiaries.
officers and Directors and any or all employee of the Company
described in the “Executive Compensation and Stock Ownership”
The rules relating to the compensation of senior executives are
section of the Registration Document.
the General Meeting of Shareholders and the way in which such
fees (
jetons de presence
) which is submitted to the approval of
Concerning the members of the Board of Directors, the
Directors to rule each year on the total amount of the Directors’
Committee is responsible for proposing to the Boards of
the Board of Directors meetings and the Committees of which
particularly taking into account the presence of the members at
and the time dedicated to their functions.
they are members, the level of liability incurred by the Directors
Directors’ fees shall be distributed among the Directors,
recommendations related to the pension and insurance plans,
The
Committee
also
makes
observations
and/or
officers and Directors of the Company and their subsidiaries.
payments in kind, various financial rights granted to executive