*General Meeting convened to approve the financial statements for the year indicated.
Committees of the Board of Directors
With regard to certain topics, discussions by the Board of Directors are prepared by specialised committees composed of members of the Board of Directors appointed by this body. These committees do not have decision-making authority but examine issues falling within their remit and submit their opinions and proposals to the Board of Directors.
There are three permanent committees:
- the Audit Committee;
- the Compensation Committee;
- the Nomination, Ethics and Governance Committee.
The Board of Directors may also establish one or more ad hoc committees.
Each committee chooses its own Chairman, who organises the work of the committee and reports formally to the Board of Directors on its proceedings.
The Audit Committee is composed of at least three members appointed by the Board of Directors.
In performing its duties, the Committee may:
- request all internal documents necessary for the performance of these duties;
- question any persons internal or external to the Group to obtain information;
- where deemed necessary, appoint independent experts to provide assistance.
The main responsibilities of the Audit Committee are to:
- monitor procedures used within the Group to prepare and process accounting and financial information and examine the Group's financial statements;
- promote the effectiveness of internal control and risk management procedures;
- monitor the statutory audit of the Group's financial statements by the Statutory Auditors;
- ensure compliance with the independence requirement for Statutory Auditors.
The Compensation Committee is composed of between three and six members appointed by the Board of Directors.
The Compensation Committee meets at the request of its Chairman or any two of its members.
The main responsibilities of the Compensation Committee are to:
- determine the fixed and variable components of compensation as well as the benefits in kind to be paid to company officers and senior executives;
- verify the application of rules determined for the calculation of the variable component of their compensation;
- verify the quality of the information communicated to shareholders concerning compensation, benefits in kind, options and attendance fees received by company officers and key senior executives;
- examine issues involved in setting the policy for the granting of options to subscribe to or purchase shares as well as the allotment of bonus shares;
- prepare the Board's decisions in the area of employee savings.
Nomination, Ethics and Governance Committe
The Nomination, Ethics and Governance Committee is composed of the Chairman of the Board of Directors and between three and six other members appointed by the Board.
The Nomination, Ethics and Governance Committee meets at the request of its Chairman or any two of its members. The Committee meets prior to the approval of the agenda for the Annual General Meeting, to examine the proposed resolutions submitted that relate to the positions held by members of the Board of Directors.
The main responsibilities of the Nomination, Ethics and Governance Committee are to:
- propose appointments of members of the Board of Directors and company officers, particularly in the event of an unforeseen vacancy;
- consider and propose any changes it deems useful or necessary in the procedures or membership of the Board of Directors;
- assess the independence of Directors in order to prepare the Board's discussions on this subject;
- evaluate the work of the Board of Directors, and the Group's corporate governance;
- verify the application of rules of good governance within the Company and its subsidiaries;
- verify that the Group’s values are upheld and promoted by senior management and other staff;
- assess the company’s policy in the areas of sustainable development and corporate social responsibility;verify the existence of rules of conduct for matters of competition and ethics.