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REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
A1
3. Preparation and organization of the Board of Director’s work
3.5.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors may create committees within it and determines their
composition and remit.
The role of these committees is to collect appropriate additional information and
provide it to the Board of Directors and to facilitate decision-making by making
recommendations as necessary. They have no authority as such and perform their
duties under the authority of the Board of Directors.
The committees may request independent technical studies on subjects within
their purview, subject to the consent of the Chairman of the Board of Directors and
subsequent reporting to the Board. The committee must ensure the expertise and
independence of the external experts on which it calls.
The composition and functioning of the committees are defined in the legislative
and regulatory framework applicable to corporations in France (
sociétés anonymes
),
in AREVA’s Articles of Association, and in the Rules of Procedure of the Board of
Directors.
The Board of Directors created four standing committees on January 8, 2015:
p
an Audit and Ethics Committee;
p
a Strategy and Investments Committee;
p
a Compensation and Nominating Committee;
p
an End-of-Lifecycle Obligations Monitoring Committee.
The Board of Directors also created on a temporary basis:
p
an Ad Hoc Committee on June 5, 2015 in connection with the establishment of
the financing plan and the restructuring to be carried out in the group;
p
an AREVA TA Working Group on December 17, 2015 in connection with the
transaction to sell all of the shares held in AREVA TA.
Committee members are not entitled to compensation for their duties other than
the attendance fees that the Board of Directors may allocate to them.
The Chief Executive Officer and if applicable the Chief Operating Officer(s) attend
committee meetings at the request of the committee chairman. This also applies to
the Chairman of the Board of Directors when he is not a member of the committee
in question.
The terms of committee members coincide with their terms as members of the
Board of Directors. He or she may be renewed at the same time as the latter.
Exceptionally, the Board of Director may dismiss a committee member or its
chairman at any time.
The chairman of each committee is appointed by the Board of Directors on a
recommendation from the Compensation and Nominating Committee. If the
chairman is unable to attend, the committee’s other members designate a chairman
of the sitting. The committee chairman designates a secretary.
The members of the committee may be convened by any means (mail, fax, email,
etc.), or even verbally. Except for emergencies or under exceptional circumstances,
the meeting documents are sent to the committee members at least five calendar
days before the date of the meeting. The notice of meeting must include the order
of business, which is set by the person convening the committee meeting.
A committee member may not arrange to be represented at the meeting.
3.5.1.
AUDIT AND ETHICS COMMITTEE
As of the date of this Reference Document and pursuant to the resignation of
Mr. Denis Morin, the Audit and Ethics Committee has four members:
Marie-Hélène Sartorius
(1)
(Chairman), Françoise Pieri
(2)
, Pascale Sourisse
(1)
and
Alexis Zajdenweber.
The Audit and Ethics Committee follows matters related to the preparation and
control of accounting and financial information, in particular the process for preparing
financial information; the effectiveness of internal control and risk management
systems; the statutory audit of the annual corporate financial statements and the
consolidated financial statements by the statutory auditors, and the consistency
of accounting methods; the procedure for selecting the statutory auditors and
their independence; the correct valuation of mineral resources and reserves; the
supervision of the execution of large projects; and the business risk model
(3)
.
To accomplish its mission, the committee hears the Head of the Internal Audit
Department and gives its opinion on the department’s organization. The committee
receives internal audit reports or a periodic summary of those reports. The
committee must also hear the statutory auditors, the Chief Financial Officer and
financial directors, and the directors of Accounting and Cash Management.
Upon the expiration of the terms of the statutory auditors, the committee examines
the bidding process and recommends that the Board of Directors either renew their
terms or appoint successors.
The committee examines the list of consolidated companies and, if appropriate,
the reasons for which companies are or are not included on it.
The Audit and Ethics Committee establishes an annual schedule of work in
fulfillment of its duties. Financial statements must be provided to the committee
for review sufficiently in advance (at least three calendar days before their review by
the Board of Directors). The examination of the financial statements by the Audit and
Ethics Committeemust be accompanied by a presentation by the statutory auditors
highlighting key findings of the statutory audit (in particular audit adjustments and
significant weaknesses in internal controls identified during their work), and the
accounting options selected. It must also be accompanied by a presentation by
the Chief Financial Officer describing the company’s risk exposure and significant
off-balance-sheet commitments.
The Audit and Ethics Committeemust review ethical aspects related to the company
at least twice a year.
In 2016, the Audit and Ethics Committee met 15 times, with an attendance rate
of 78%.
It examined subjects under its specific responsibility, in particular the half-year
and annual financial statements (and the corresponding press releases); quarterly
publications on revenue; the business risk model; the review of the conclusions of
the statutory auditors and the Internal Audit Department on internal controls; the
quarterly review of major capital projects and large customer projects; the summary
of internal audits; the quality subjects at le Creusot; and the annual ethics report.
(1) Independent director.
(2) Director representing the employees.
(3) The accounting and finance expertise of the members of the Audit and Ethics Committee appears in paragraph 3.1. Composition of the Board of Directors.
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2016 AREVA
REFERENCE DOCUMENT