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Corporate Governance

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

The Audit Committee is composed of at least three members, the majority of which are independent members appointed by the Board of Directors from among its members with experience in financial and management matters. It meets at least three times a year as requested by its Chairman, who has the option of organizing any supplementary meetings if the circumstances so require.

Neither the Chairman nor the General Manager may be a member of the Audit Committee.

The mission of the Audit Committee is:

• to provide its assistance to the Board of Directors relating to the examination and preparation of the annual and half-yearly financial statements,
• to examine the Group's annual and semi-annual financial statements and the reports related to them before they are submitted to the Board of Directors,
• to concert with the Independent Auditors and review their analyses and conclusions,
• to advise and make recommendations regarding candidates for the position of the Independent Auditors of the Company and of its subsidiaries at the time of any appointment,
• to ensure the independence of the Independent Auditors with which it has regular contacts, to examine all the relationships they maintain with the Company and its subsidiaries and to other advice concerning the professional fees solicited,
• to periodically examine the internal control procedures and the audit, accounting or management procedures in force in the Company and in the Group with the General Manager, the internal audit departments and the Independent Auditors,
• to deal with any issue, fact or event that may have a significant impact on the financial situation of the Company or its subsidiaries in terms of commitments and/or risks, and
• to verify that the Company and its subsidiaries have suitable means (auditing, accounting and legal) for preventing risks and deficiencies in the management of the activities of the Company and its subsidiaries.

The Audit Committee consists of 4 members for the duration of their mandates as administrators. Independent members are the majority of the Audit Committee. The appointment of the members of the Audit Committee has been set by the Board of Directors on May 6 2008. It is composed of the following members:

• Eric Sasson (President) *
• Bernard Bouloc*
• Pierre Vaquier*
• Catherine Soubie

* Independent member