Committees of the supervisory board
Audit committee
The rules of procedure of the Supervisory Board provide that 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, including at least two thirds of independent members.
All members of the Audit Committee have the appropriate accounting, financial and auditing expertise, as evidenced by their past or current professional positions.
Its members are the following :
| Members of Audit committee | Date of first appointment | Expiry date of appointment |
|---|---|---|
| Nicolas Houzé *, Chairman | 19 April 2018 | 2029 |
| Björn Bauer, Member | 28 July 2020 | 2029 |
| Julie Walbaum *, Member | 29 April 2025 | 2027 |
* Independent Member
The Audit Committee meets at least twice a year and has the following responsibilities:
- In relation to the financial statements :
– to review the annual financial statements prior to their submission to the Board;
– to monitor the relevance and consistency of the accounting principles and rules used for the preparation of the financial statements and to prevent any potential violation of these rules;
– to review the preliminary and interim results as well as the accompanying notes, prior to their publication,
– to monitor the financial reporting process and, if applicable, issue recommendations to safeguard its integrity and ensure the quality of the processes enables compliance with stock market regulations.
– as part of its review of the financial statements, to examine the scope of consolidation and, where relevant, the reasons for which companies are excluded from the scope.
- In relation to the sustainability reporting of the company :
– to review sustainability reporting prior to its submission tothe Board;
– to monitor the relevance and consistency of the principlesand rules used for the preparation of sustainabilityreporting and to prevent any potential violation of theserules;
– to monitor the preparation process of non-financialinformation and, if necessary, formulate recommendationsto ensure its integrity;
– as part of its review of sustainability reporting, to examinethe scope of consolidation and, where relevant, thereasons for which companies are excluded from the scope.
- In relation to the external control of the Company :
– to issue a recommendation on the Statutory Auditors proposed for appointment by the general meeting to the Board. This recommendation is issued to the Supervisory Board. It also issues its recommendation on the renewal of the statutory auditor’s or auditors’ appointment;
– to monitor the completion by the Statutory Auditors of their assignment, taking into account the observations and findings of the H3C (French Statutory Auditors’ Supervisory Body) following the audits performed pursuant to Articles L. 821-9 and subsequent of the Commercial Code;
– to ensure compliance by the Statutory Auditors with the principles of independence, and to take all steps required to apply article 4-3 of Regulation (EU) No. 537/2014 (economic independence) and ensure compliance with the conditions of article 6 of this regulation.
- In relation to the internal control of the Company :
– to assess the Company’s and its subsidiaries’ internal control systems with internal control officers;
– to review with them the response and action plans in the field of internal control, the findings of these responses and measures, and the action that is required of them;
– to monitor the efficiency of internal control and risk management systems, as well as of the internal audit where applicable, regarding the procedures related to the preparation and processing of accounting and financial information, without it affecting its independence.
- In relation to risks :
– regularly review with the Executive Board of the Company the main risks to which the business is exposed as well as the significant off balance sheet commitments.
- In relation to conflicts of interests :
– to review and check the rules of procedure applicable to conflicts of interest, to the expenses of the management team members and to the identification and measurement of the main financial risks, as well as their application, and submit its assessment annually to the Board;
– during the review of the financial statements, probe any material transactions that could have generated conflict of interest.
- In relation to non-audit services provided by the Statutory Auditors:
– approve the service.
The Committee met 4 times in 2025. Its work included:
Regarding accounts and financial statements :
- Review of the parent company and consolidated financial statements
- Review of the interim consolidated financial statements at 30 June
- Review of off-balance sheet commitments
- 2026 budget
- Review of the financial parts of the Universal Registration Document
- Monitoring of the treasury position and the working capital requirements of the Group
- Follow-up of financial communication
- Monitoring of tax and accounting developments
- 2025 assignments and fees of the Statutory Auditors and the 2025-2026 audit plan;
- Preparation of the Combined General Meeting of 29 April 2025
Regarding internal control and risk management :
- Follow-up of the year’s internal control assignments
- Review of the risk-mapping, including risks of a social and environmental nature
- Review of information security
- Review of the procedure relating to current agreements concluded on standard terms
- Review of the Group’s insurance policies
Regarding sustainable Development :
- Review of the Group’s sustainability reporting, including the Green Taxonomy
- Review of the material impacts, risks and opportunities identified by the Group
The Committee reported on its work to the Supervisory Board, which was duly noted. Minutes of every meeting are prepared and approved at the following meeting.
The attendance rate of its members was 100% in 2025.
Remuneration and appointments committee
The rules of procedure of the Supervisory Board provide that the Remuneration and Appointments Committee, first set up in 2000, must be made up of a minimum of two and a maximum of five members, selected from the members of the Supervisory Board, of whom more than half are selected from the independent members. The member who represents employees is not counted in this percentage.
The members of the Remuneration and Appointments Committee are the following :
| Nomination and Remuneration Committee members | Date of first appointment | Expiry date of appointment |
|---|---|---|
| Marie Cheval *, Chairwoman | 19 April 2018 | 2029 |
| Sophie de Bourgues**, Member | 5 November 2018 | 2029 |
| Elmar Heggen, Member | 19 April 2018 | 2028 |
| Patrick Béhar *, Member | 29 April 2018 | 2028 |
* Independant Member
** Member representing employees
As defined in the rules of procedure, the Remuneration and Appointments Committee meets at least once a year and has the following responsibilities :
- to propose recommendations to the Board on all components of remuneration, including the pension and benefits plan, benefits in kind and various financial entitlements of the Chairman and Vice Chair of the Board, the other Members of the Board and the members of the Executive Board. With respect to the latter two categories of personnel, it makes recommendations on the granting of stock options of the Company and the allocation of performance shares;
- to issue a recommendation on the total budget and terms and conditions of apportionment of attendance fees to be allocated to Board members for their terms of office;
- to ensure compliance with the Group’s individual and collective principles, values and code of conduct, applicable to all staff;
- to consider every candidate for appointment or replacement of any member of the Supervisory Board or the Executive Board;
- to prepare a succession plan for members of the Executive Board and the Chairman of the Supervisory Board;
- discuss the independence of Supervisory Board members;
- review the balance of the composition of the Supervisory Board in particular in accordance with the shareholding and gender distribution;
- annually evaluate the Board’s work in order to help draft the report on corporate governance;
- ensure the prevention of conflicts of interest that could arise within the course of corporate life.
The Remuneration and Appointments Committee also regularly reviews succession issues relating to Executive Board members in order to be able to propose solutions to the Supervisory Board in the event of a vacancy.
The Committee reviews these issues at the end of each three-year term of office of the Executive Board, and more specifically in the year that precedes it.
The Committee met 3 times in 2025 and ruled on :
- Succession planning for the Executive Board, Executive Committee and Management Committee
- Review of the elements allowing the independence of Board members to be determined
- The appointment of new members to the Supervisory Board to comply with the rule of having one-third independent members
- The Renewal of the term of office of Marie Cheval, Nicolas Houzé et Björn Bauer to be submitted for the approval of the 2025 General Meeting
- The appointment to the Supervisory Board of Patrick Béhar, Julie Walbaum, Christophe Goossens, Elisabeth Sandret-Renard to be submitted for the approval of the 2025 General Meeting
- The calculation of the Executive Board members’ variable remuneration for 2024
- The definition of objectives for the calculation of Executive Board members’ variable remuneration for 2025
- Fulfilment of the performance conditions for the LTIPs which require the attainment of a value creation target over a cumulative three-year period
- The approval of the increase in the overall remuneration package allocated to members of the Supervisory Board members following the expansion of the body
- Approval of the appointment of the remuneration amount allocated to each Supervisory Board member
- Setting of the individual performance targets for each member of the Executive Board for the 2026 financial year, based on past performance and results achieved as well as on budgetary data set for 2026
The Committee reported on its work to the Supervisory Board, which took note of it and followed all of the Committee’s recommendations.
The attendance rate of its members was 100% in 2025.
CSR committee
The role of the Committee will be to inform the Board about environmental, social and corporate issues. It is made up of :
| CSR Committee member | Date of first appointment |
|---|---|
| Sophie de Bourgues, Chairwoman** | 16 February 2021 |
| Elmar Heggen, Member | 16 February 2021 |
| Marie Cheval, Member* | 16 February 2021 |
* Independent member
** Member representing employees.
The Committee’s duties are as follows :
- Ensure that social and environmental issues are taken into account in the Company’s strategy,
- Structure consultations with the Group’s stakeholders toidentify its strategic CSR challenges,
- Oversee the establishment of the Group’s social and environmental commitments and targets,
- Examine the Group’s strategy and assess the relevance ofthe Company’s social and environmental responsibilitycommitments,
- Examine the Group’s key CSR actions during the currentfinancial year and create a Group CSR action plan for thenext financial year,
- Issue an opinion on sustainability information,
- Examine the main CSR risks and opportunities for the Group,
- Examine the main lines of communication with shareholdersand other stakeholders in relation to environmental andsocial responsibility,
- Oversee the monitoring of the implementation of the Group’s CSR commitments.
The Committee met twice in 2025.
A review of the M6 Foundation’s activities was also presented to the members.
The attendance rate of its members was 100% in 2025.