Composition:

  • All members are non-executive directors, a majority of whom are independent,
  • The directors must fulfill the competency criterion by virtue of the training and the experience they gained in previous functions (see section 4.1.1 regarding the composition of the Board of Directors),
  • The secretary is a member of the Group’s internal legal staff.

Meetings:

  • Six in 2017, including four before the Board meetings scheduled to consider the publication of periodic results (quarterly, semiannual and annual),
  • Meeting attendance was 100%.

Activities:

  • Review and consider 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),
  • Examine the quarterly report by the Group General Counsel on significant ongoing legal disputes and reports on tax and intellectual property disputes.
  • Meet alone with the auditor in charge of the external audit whenever such a meeting is deemed useful,
  • Meet once a year with the Chairman of the Executive Committee and CEO (Mr. Jean-Pierre Clamadieu); all other Board members are invited on that occasion to discuss the major risks facing the Group,
  • Monitor and assess risk exposure as well as the effectiveness of controls and mitigation plans.