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Corporate Governance

• Boards of directors
• Audit Committee
• Investment Committee
• Appointments and remuneration committee

Along with the General Manager, it cooperates with the transaction-bared departments of the Company and its subsidiaries. In accomplishing its aims, it may call on any advisor and outside expert it deems useful.

The Committee meets at least twice a year as requested by its Chairman, who has the option of organizing any supplementary meeting if the circumstances so require.

The tasks of the Appointments and Remuneration Committee are:

• to set the remuneration for the General Manager and, if necessary, for the Executive General Manager(s) and to suggest, if applicable, any qualitative and quantitative criteria for determining the variable part of this remuneration,
• to assess all the other benefits or allowances for which the General Manager and, if applicable, the Executive General Manager(s) are eligible,
• to examine the draft plans for stock options to be allotted to employees and to management in order to allow the Board of Directors to set the total and/or individual number of options allotted as well as the terms and methods of allotment,
• to look at how the Board of Directors is constituted,
• to examine the candidates for directors' positions in light of their business experience, their skills and their economic, social and cultural backgrounds,
• to examine the candidates for the position of General Manager and, if necessary, of Executive General Manager,
• to be aware of all useful information related to hiring methods, remuneration and the status of the senior managers of the Company and its subsidiaries,
• to formulate all proposals and all opinions concerning directors' fees or other remuneration and benefits for the directors and "censors",
• to assess the progress of each of the directors in light of the relationships they maintain, where relevant, with the Company or Group companies, if these are likely to compromise their freedom of judgment or to result in potential conflicts of interest with the Company and
• to assess the Board of Directors on a regular basis.

The Appointments and Remuneration Committee is composed of 5 members appointed for the duration of their mandates as administrators. The appointment of the members of the Appointments and Remuneration Committee has been set by the Board of Directors on October 22 2010 as follows:

• Eric Le Gentil (President) *
• Philippe Moati*
• Yves Desjacques
• Michel Savart
• Bernard Bouloc*

* Independent member