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STRATEGIC COMMITTEE

The role of the Strategic Committee is to:

- review all strategic issues and evaluate all significant proposed investments, divestments, restructurings, alliances and partnerships;
- submit reports, proposals and recommendations on all matters falling within its scope of responsibility.

The Strategic Committee comprises the Chairman of the Board of Directors, and no less than three and not more than six other Directors. The Strategic Committee meets at least four times a year. It met four times in 2011.

Chairman: Henri BEAUFOUR

Members

• Anne BEAUFOUR
• Antoine FLOCHEL
• Marc DE GARIDEL
• Carol XUEREF*

AUDIT COMMITEE

The role of the Audit Committee is to:
- evaluate the accounting policies used to prepare both the statutory and consolidated financial statements, review and assess the consolidation scope and the relevance of the accounting methods applied to the Group;
- examine the interim statutory and consolidated financial statements, together with budgets and forecasts;
- control the quality of and compliance with procedures, and evaluate the information received from management, internal committees and internal and external auditors;
- monitor the effectiveness of internal control and risk-management systems;
- supervise the selection and reappointment of the statutory auditors, and satisfy itself as to their independence.

The Audit Committee comprises three members, none of whom may be the Chairman of the Board of Directors, two of whom are independent. The Audit Committee meets at least four times a year. It met six times in 2011.

Chairman: Pierre MARTINET*

Members

• Hervé COUFFIN*
• Christophe VÉROT

APPOINTMENTS AND GOVERNANCE COMMITTEE

The role of the Appointments and Governance Committee is to:

- make any proposals to the Board concerning the re-election, replacement or appointment of new Directors;
- provide an opinion on the appointment or replacement of the Chief Executive Officer and Deputy Chief Executive Officers if required;
- prepare the annual executive session of the Board of Directors regarding its method of operation;
- give an opinion on independent members of the Board of Directors.

The Appointments and Governance Committee comprises three members, none of whom may be the Chairman of the Board of Directors. It meets at least twice a year. The committee met twice in 2011.

Chairman: Anne BEAUFOUR

Members

• Hervé COUFFIN*
• Christophe VÉROT

COMPENSATION COMMITTEE

The role of the Compensation Committee is to:
- make proposals to the Board of Directors on all components of the compensation paid to the Group’s officers, members of executive management and senior executives;
- give an opinion on the amount and distribution of Directors’ fees;
- make recommendations to the Board of Directors on Group compensation policies and employee savings plans, employee share ownership, stock options and bonus shares or any other similar compensation.

The Compensation Committee comprises three members, two of whom are independent. It meets at least twice a year. The committee met twice in 2011.

Chairman: Antoine FLOCHEL

Members

• Gérard HAUSER*
• Pierre MARTINET*

ETHICS COMMITTEE

The role of the Ethics Committee is to:
- make sure that the individual and collective values founding the Group's operations and the rules of conducts applicable to each of its employees are respected;
- ensure the implementation of applicable procedures necessary to update charters in force within the Group, their diffusion, enforcement and related  training actions.

The Ethics Committee comprises three members, two of whom are independent. It meets at least once a year.

Chairman: Gérard HAUSER*

Members

• Mayroy SA (represented by Philippe Bonhomme)
• Carol XUEREF*

* independent member