4.2.1. The Audit Committee
The Board has set up an Audit Committee whose composition, role and missions and functioning are described among other in its internal rules, which form an Appendix to the Charter.
The Audit Committee is composed of at least three non-executive directors and a majority of them are independent. The directors on this Audit Committee fulfill the criterion of competence by virtue of their training and the experience gained during their previous functions (see section 4.1.1 regarding the composition of the Board of Directors). The secretariat of this Committee is provided by a member of the Group’s internal legal staff.
This committee met six times in 2016, including four times before the various Board meetings at which the publication of periodic results (quarterly, semiannual and annual) was scheduled for consideration. Attendance by the Audit Committee members at the meetings was very high (100%).
At each meeting, the Audit Committee hears reports from the Chief Financial Officer, the head of the Group Internal Audit and the auditor in charge of the external audit (Deloitte, represented by Mr. Michel Denayer). It also examines the quarterly report by the Group General Counsel on significant ongoing legal disputes and reports on tax and intellectual property disputes. It meets alone with the auditor in charge of the external audit whenever it deems such a meeting useful. The Chairman of the Executive Committee and CEO (Mr. Jean-Pierre Clamadieu) and all other Board members are invited, once a year, to discuss the major risks to which the Group is exposed.