Committees
Audit Committee
The Audit Committee, first set up in 2000, has a minimum of three and a maximum of five members chosen by the Supervisory Board from among its own members.
Its members were the following:
| Members of Audit committee | Date of first appointment | Expiry date of appointment | Date of departure | 2009 attendance rate |
|---|---|---|---|---|
| Guy de Panafieu*, Chairman | 02/18/2004 | 2012 | 100% | |
| Rémy Sautter, member | 05/26/2000 | 2012 | 100% | |
| Elmar Heggen, member | 11/22/2006 | 2012 | 67% | |
| Jean Laurent*, member | 05/06/2008 | 2012 | 100% |
It meets at least twice a year and has the following responsibilities:
• as concerns the financial statements: to review the Group's consolidated annual and half-year financial statements; study changes and adaptations of the principles and accounting rules used for their preparation;
• as concerns external audit: to consider proposals for the appointment and remuneration of the Statutory Auditors and examine their audit plans and conclusions;
• for internal control: to evaluate the systems of internal control of the Group with those responsible for internal control;
• as concerns risks: to review the major financial risks, guarantee the efficiency of internal control and risk management systems;
• as concerns the audit of financial statements: ensure the statuory audit of the parent company and consolidated financial statements is carried out by the Statutory Auditors, and guarantee the independence of the latter.
The Committee met three times in 2009 and the overall attendance rate was 92%.
In 2009 the work of the Committee included:
• review of the annual financial statements;
• review of the half-year and quaterly financial statements at 30 June and 30 September, respectively;
• validation of the registration document;
• the treasury position and the working capital requirements of the Group;
• follow-up on internal control assignments for the year;
• review of risk analysis;
• 2009 assignments and fees of the Statutory Auditors and the 2009-10 audit plan;
• 2010 budget;
• review of the audiovisual rights portfolio;
• review of intragroup transaction price;
• report on the health of the financial reporting system;
• follow-up of financial reporting.
In the course of this work the Committee consulted with the Statutory Auditors, the Financial Director and the Accounting and Management Control departments.
To ensure that the Audit Committee is working efficiently, a detailed file is prepared by the Company’s financial staff.
The Audit Committee makes recommendations to the Management Board regarding financial reporting, as well as financial, accounting or taxation issues that the company may have to face.
The Audit Committee presents the conclusions of its deliberations to the Supervisory Board at the meetings to discuss the half-yearly and annual financial statements.
Remuneration Committee
The Remuneration and Appointments Committee, first set up in 2000, has a minimum of two and a maximum of five members appointed by the Supervisory Board from among its own membership.
Members of the Remuneration and Appointments Committees are the following:
| Nomination and Remuneration Committee members | Date of first appointment | Expiry date of appointment | 2009 attendance rate |
|---|---|---|---|
| Gérard Worms*, chairman | 05/26/2000 | 2012 | 100% |
| Gerhard Zeiler, member | 04/30/2003 | 2012 | 100% |
| Gilles Samyn*, member | 03/10/2009 | 2011 | 100% |
* Independant Member
It meets at least once a year to:
• make proposals for the remuneration of members of the Supervisory Board and of the Executive Board;
• examine the proposal(s) for the allotment of stock options and free shares to members of the Executive Board and executives;
• consider every candidate for appointment or replacement of any member of the Board by ensuring the concept of an independent member of the Supervisory Board is complied with or of every member of the Executive Board.
The Committee met twice in 2009 with a 100% attendance rate.
At these meetings the Committee decided on:
• taking account, within the framework of the AFEP-MEDEF corporate governance Code to which the Company adheres, of the new recommendations of the AFEP-MEDEF of 6 October 2008 on the remuneration of Board members of listed companies;
• the conditions of remuneration of Executive Board members and the accompanying communication;
• the conditions for allocation of free shares and the list of beneficiaries of this allocation;
• the rules governing the sale of marketable securities by Board members;
• compliance with the Supervisory Board's internal regulations on the resignation of one of its members.
For each of its meetings, the Remuneration and Appointments Committee is provided with a file prepared by the Company to give the clearest possible insight into the implications of its decisions.
