Governance / Supervisory Board

Rules of procedure of the Supervisory Board – Amended by the Supervisory Board of 25 October 2025

These rules of procedure were adopted by the Supervisory Board (hereafter “the Board”) at its meeting of 6 May 2008 and amended by the Board at its meetings on 24 July 2012, 17 February 2015, 21 February 2017, 19 April 2018, 19 February 2019 and 25 October 2022.

They specify the role and operation of the Board, in accordance with the law, Métropole Télévision’s (hereafter “the Company”) bylaws and the corporate governance rules applicable to issuers admitted to trading on a regulated market.

These rules of procedure are in no way intended to replace the Company’s bylaws or applicable legal and regulatory provisions. They are not enforceable against third parties and their sole purpose, as part of the internal management of the Company, is to implement the systems and procedures to ensure the efficient operation of the Board.

These rules of procedure apply to all Board members (hereafter “a Member” or “the Members”). Where a Member is a legal entity, the stipulations apply to its permanent representative as if the latter served on the Board in their own name, without prejudice to the responsibility of the legal entity they represent to fulfil the obligations stipulated herein.

These rules of procedure include provisions on the obligations of Board members relative to insider information.

These provisions supplement and complete the Company’s Stock Market Code of Ethics), which applies to all insiders or those likely to have access to insider information in the Company or the Group.

Preamble : Reminder of the role and tasks of the Supervisory board

The Supervisory Board exercises permanent control over the management of the company by the Management Board and gives the latter prior authorisation to enter into transactions that the latter cannot carry out without its authorisation.

In particular, the Supervisory Board :

– appoints the members of the Management Board, designates its Chairman and, where applicable, the General Managers from among the members of the Management Board; it decides or may propose to the General Meeting the dismissal ;
– decides on the remuneration policy for the corporate officers proposed at the meeting and sets their remuneration in accordance with this policy.
– convenes the General Meeting of Shareholders, if necessary if the Management Board fails to convene it, and sets its agenda.
– authorises regulated agreements;
– authorises the disposal of property by nature and the total or partial disposal of shareholdings; the Supervisory Board may, within the limit of an amount that it sets for each of them, authorise the Management Board to carry out the transactions referred to above; when a transaction exceeds the amount thus set, the authorisation of the Supervisory Board is required in each case;
– authorises the Management Board to grant sureties or guarantees for a period which may not exceed one (1) year, and within the limit of a total amount set by its decision, subject to the exceptions provided for by the regulations;
– decides on the relocation of the registered office throughout France, subject to ratification by the next ordinary general meeting;
– at any time of the year, carries out the verifications and controls it deems appropriate and may request any documents it deems useful for the performance of its duties.

The Management Board shall present a report to the Supervisory Board on the progress of corporate affairs whenever the Supervisory Board deems it necessary and at least once a quarter.

Within three months of the end of the financial year, the Management Board must present the annual and consolidated financial statements to the Supervisory Board for verification and audit, together with a written report on the company’s situation and activities during the past financial year.

The Supervisory Board presents its observations on the Management Board’s report and on the financial statements for the financial year to the Shareholders’ Annual Ordinary General Meeting. It also prepares a report on corporate governance.

The Supervisory Board may confer to one or more of its members any special mandate for one or more specific purposes. It may decide to set up committees to study questions that it or its Chairman submits for their consideration.

The Management Board submits to the Supervisory Board proposals for the allocation of the results of the previous financial year and the draft annual budget of the company and the group.

The following decisions of the Management Board are subject to prior authorisation by the Supervisory Board :

– significant transactions likely to affect the strategy of the company and its group and to change their financial structure and scope of activity;
– investments and commitments (including the acquisition of shareholdings) with an investment value of more than EUR 20 million, insofar as these investments have not been budgeted for ;
– divestments (including disposals of shareholdings) and/or dilutions with an aggregate amount or balance sheet impact in excess of EUR 20 million, to the extent that such divestments have not been entered in the budget;
– issues of securities of any kind that may result in a change in the share capital.

Article 1 – Board members

1.1 Legal and statutory obligations
Before accepting a seat on the Supervisory Board, Members must be aware of the general and specific obligations incumbent on them. In particular, they must familiarise themselves with applicable laws and regulations, the Company’s bylaws, and the Board’s internal rules of procedures, which apply to them in full.

All Members agree to abide by the laws and regulations governing the duties of Supervisory Board members of a French limited company (Société anonyme), in particular the rules pertaining to:
– defining the Board’s powers ;
– plurality of offices ;
– agreements concluded between the Company and the Member, or any company in which the member is a director, a member of the Supervisory Board, a senior executive, or partner with unlimited liability ;
– possessing and using insider information ;
– declarations on transactions involving the Company’s shares ;
– the obligation that shares in the Company must be held in registered form or deposited in a custodian account ;
– blackout periods for transactions involving the Company’s shares.

All Members, with the exception of the Board member(s) representing the employees, must hold the minimum number of Company shares stipulated in the bylaws (article 21) in their own name and throughout their term of office.

1.2 Attendance
Members must devote the time and attention required to perform their duties and attend the meetings of the Board or the committees they sit on.

1.3 Competence
The Board must be composed of Members selected for their competence and experience in the Group’s business (the Group is defined as the Company and all its subsidiaries).
Members may attend training on topics specific to the Company, its business(es), industry and challenges in terms of social and environmental responsibility, organised on the Company’s initiative or on request by the Board or a Member if deemed necessary.
The member(s) of the Board representing the employees receive(s) specific training for the exercise of its (their) mandate.

1.4 Composition of the Supervisory Board

1.4.1 Independence
At least one third of Members must be independent. A member of the Supervisory Board is independent when he/she has no relationship of any kind with the Company, its Group or its Management likely to compromise the exercise of his/her free judgement. The Board member(s) representing the employees is (are) not recognized in the calculation of this proportion.

A Member is considered to be independent if he/she satisfies the following criteria on the date upon which his/her status as an independent Member is assessed:

– not to be, or have been for the previous five years, an employee or an executive corporate officer of the Company, an employee, an executive corporate officer or a member of the Board of a company consolidated by the Company, or an employee, an executive corporate officer or a member of the Board of its parent company or a company it consolidates ;

– not to be an executive corporate officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive corporate officer of the Company (currently in office or having held such office for less than five years) is a director ;

– not to be a customer, supplier, investment banker, commercial banker or legal adviser :

• that is material to the Company or its group,
• or for which the Company or its group accounts for a significant part of its business.
  The assessment of whether the relationship with the Company or its Group is significant is discussed by the Board, and the quantitative and qualitative criteria used in the assessment (continuity, financial dependence, exclusivity, etc.) are stated explicitly in the registration document.

– not to have been a Statutory Auditor of the Company within the previous five years ;

– not to be a member of the Supervisory Board for more than twelve years, it being specified that the loss of the status of independent member takes place on the date of twelve years ;

– not to be a member of a Company corporate officer’s immediate family ;

– not to represent a shareholder of the Company or its parent company that participates in the control of the Company.

Above a threshold of 10% of the share capital or voting rights of the Company, acting on a proposal of the appointments and remuneration committee, the Board must review independence based on the composition of the share capital and potential for conflict of interest.

The Chairman of the Supervisory Board cannot be considered an independent member if they receive variable remuneration in cash or securities, or any other component of remuneration based on the Company’s or the Group’s performance.

The Board is required to verify, at least once a year and upon each new appointment, that the Members or candidates for the position of Member fulfil the independence criteria listed below.

The Board may consider a member to be independent despite not meeting all the aforesaid criteria. Conversely, it may also decide not to award independent-director status to a member even though they meet all the criteria.

The Board presents the conclusions of its review of independence to the shareholders (i) every year during the general meeting of shareholders convened to approve the annual financial statements, and (ii) during the general meeting of shareholders called to approve the appointment of new Members or to ratify the appointment of Members co-opted by the Board.

1.4.2 Equal representation of men and women
The Board complies with the laws on equal representation of men and women on the Board. The permanent representatives of members that are legal entities and, where relevant, the members of the Board representing employee shareholders, are taken into account in determining these percentages, but not the Board members elected by employees.

1.4.3 Employee representation
The Board also includes at least one Board member representing the employees, it being specified that this number is increased to two when the number of Board members exceeds the threshold referred to in Article L. 225-79-2 of the French Commercial Code.
In accordance with the provisions of article 20 of the bylaws, the latter is appointed by the Company’s Works Council for a period of 4 years.

1.5 Remuneration
In accordance with the Company’s bylaws, the general meeting of shareholders decides the total annual budget allocated to attendance fees for the members of the Board. The Board decides the breakdown between the Members on an annual basis taking into account the time spent on Board work, membership of committees and attendance at meetings.

1.6 Members’ obligations regarding Company securities
All Members must notify the French financial markets authority, AMF (Autorité des marchés financiers), and the issuer of all transactions on the Company’s shares, debt securities, derivative instruments and financial instruments, conducted directly or indirectly through an intermediary, for them or on their behalf, by filing an electronic declaration within three (3) working days following completion of the transaction, once the amounts involved are in excess of €20,000 in a calendar year.

The Supervisory Board members must inform their current spouse, civil partner, dependent children, parents or other family members residing in their home for at least one year, and/or any other legal entity, trust or partnership in which they discharge management responsibilities, they control or which was constituted for their benefit, or whose financial interests are substantially equivalent to their own interests, about their obligations.

Members must provide the Company with the list of people closely associated with them, under the meaning of Article 3 of Regulation (EU) No. 596/2014, and who are also subject to the declaration obligation above.

The declarations mentioned above are filed online on the AMF website.

All Members must comply with the blackout periods notified to them and may not carry out any transactions when they possess insider information.

1.7 Confidentiality and obligation to refrain from carrying out transactions when possessing insider information

1.7.1 Confidentiality

All documentation for Supervisory Board meetings as well as information (hereafter “the Information”) collected before or during Board meetings is confidential. There are no exceptions to this rule, which applies regardless of whether or not the Information is presented as confidential. Members shall consider themselves bound by professional secrecy, which exceeds the duty of discretion. Accordingly:

• members undertake not to express their individual opinions on the issues raised during the Board’s deliberations or on the meaning of the opinions expressed by the Members, outside Board meetings; and
• members must take all appropriate measures to ensure this confidentiality is protected, in particular by safeguarding the files or documents provided to them.

This confidentiality obligation does not prevent a permanent representative of a Member that is a legal entity from communicating the information to that legal entity’s management and supervisory bodies, however, it must be specified that such communication may only take place for the purposes of fulfilling his or her mission as a member of the Board, in the interest of the Company, and must be limited to the information strictly necessary for that purpose.

The legal entity receiving the Information must take all necessary measures to ensure strict confidentiality on the part of the persons to whom the Information is communicated and, in particular, (i) limit the number of persons within the legal entity receiving the Information, (ii) keep a list of these persons and (iii) ensure that these persons comply with the rules governing the communication and use of privileged information and with the Company’s stock market code of conduct.

The same principles apply, mutatis mutandis, to the communication of information between a member of the supervisory board and the legal person that proposed his or her appointment.

The application of these rules is conditional on the subscription by the shareholder concerned of confidentiality commitments governing this communication in accordance with the aforementioned principles and on this communication taking place in compliance with the rules applicable to the communication and use of insider information, and in particular Article 10.1 of the European Market Abuse Regulation.

Information is no longer confidential when it has been made public in accordance with the laws and regulations applicable to the Company.

In addition to this this confidentiality obligation, the members undertake not to to express their opinion publicly, in their capacity as Board Member, on any subject concerning the Company and the Group, irrespective of whether the topic relates to the Board’s deliberations.

1.7.2 Obligations related to possessing insider information – Prevention of insider trading and misconduct

More specifically, Board Members have regular access to insider information in the exercise of their duties. Note that insider information is information of a precise nature, which has not been made public, relating directly or indirectly to one or more issuers or to one or more financial instruments, and which, if made public, would be likely to have a significant effect on the price of those financial instruments or on the price of related derivative financial instruments.

All Board members are included on the insider list drawn up by the Company and made available to the AMF.

If they possess such insider information, Board members must refrain from :

• engaging in or attempting to engage in insider trading (hereafter “Insider Trading”), in particular :
  • by acquiring or disposing of financial instruments, on their own behalf or on behalf of third parties, directly or indirectly, on the basis of that information
  • by cancelling or amending a previous order concerning a financial instrument of the Company, on the basis of that information

• recommending or attempting to recommend that another person engage in Insider Trading, or encourage or attempt to encourage another person to engage in Insider Trading, on the basis of insider information,

• unlawfully disclosing or attempting to unlawfully disclose insider information, in other words divulging this information to another person, except where the disclosure is made in the normal exercise of an employment, a profession or duties,

• using or communicating a recommendation or inducement formulated by an insider, if the person knows or should know that it is based on insider information.

The prohibited behaviours set out above may, on a case-by-case basis, lead to public prosecution in the criminal court or administrative proceedings before the AMF’s Enforcement Committee. The sanctions that can be imposed are :

• the AMF’s Enforcement Committee can impose a monetary fine of up to €100,000,000 or 10 times the amount of the profit made from the insider trading,
• the judge in the criminal court may impose the following sanctions :
  • a fine of €100,000,000, which may be up to 10 times the amount of the profit made from the insider trading, but may not be less than the profit made,
  • a five-year prison term.

In accordance with the Company’s Stock Market Code of Ethics, Board members must refrain from engaging in transactions on the Company’s securities (notably, the exercise of stock options, the sale of shares, including those resulting from the exercise of options or the allocation of free shares, and the purchase of shares):

30 calendar days at least preceding the publication of the press release announcing the Company’s full-year, interim (or quarterly) financial statements, and 21 calendar days prior to the publication of quarterly information.

A schedule of these blackout periods, based on the scheduled publication dates, is available online on the Company’s Intranet and sent by email to all M6 Group employees at the start of the year. It must be consulted before any transaction.

Moreover, we recommend that Board members who wish to engage in transactions on the Company’s securities check that their information is not insider information by asking the opinion of the Company’s ethics officer ahead of time, if they so wish. The ethics officer’s opinion is given in an advisory capacity only and the person concerned is solely liable for the decision to make the transaction or not.

1.8 Members’ other obligations
– Conflicts of interest. All Members (i) must act in all circumstances in the Company’s corporate interest, which coincides with the shareholders’ interests, and (ii) are required to notify the Board of any actual or potential conflict between their direct or indirect personal interest or the interest of a shareholder or group of shareholders that they represent and the interests of the Company or the Group, and adjust the performance of their duties accordingly.

Therefore, depending on the case, they shall :

• abstain from attending the debate and voting on the corresponding deliberation,
• refrain from attending Board meetings during the period he/she is in conflict of interest,
• resign his/her duties as member of the Board,

The Supervisory Board member may be held liable for their failure to comply with these rules of abstention or withdrawal.

Moreover, the Chairman of the Supervisory Board will not be required to forward to the members, about whom he has serious grounds for suspecting they are faced with a conflict of interests, the information or documents relating to the conflicting issue and will inform the Board that he has not handed over such information.

 – Accepting new corporate offices: Acceptance by a Member of the Board of a new corporate office in a listed company, or a company outside the Group that is likely to be in competition with one of the Group’s activities must be communicated to the Board in advance. Similarly, Executive Board members must seek the Board’s recommendation before accepting a new corporate office in a listed company.

In any case, Board Members must inform the Board about the corporate offices held in other companies, including on their committees, in France and abroad.

– Vigilance. All Members have a duty of care and vigilance in determining the policy guidelines for the Company’s or Group’s business and must oversee implementation of these guidelines. They must exercise vigilant and efficient oversight of Company or Group management.

– Securities transactions. All Members undertake to comply with the rules intended to prevent market abuse damaging to the Company’s or Group’s interest or image. All Members must refrain from engaging in transactions on the securities of any company for which they have, because of their duties, information not available to the public and which is likely to significantly influence the share price of the security or securities concerned.

– Attendance at General Meetings of Shareholders Members of the Board of Directors shall endeavour to attend all General Meetings of Shareholders.

1.9 Taking into account the social and environmental issues of the company’s activities
Board members must consider the social and environmental issues of the company’s activities and must :

• strive to promote value creation by the company over the long term by considering the social and environmental issues of its activities and propose, as the case may be, any statutory changes that the Board considers appropriate,
• review regularly, in relation to the strategy that it has defined, the opportunities and risks such as financial, legal, operational, social and environmental risks as well as the measures taken as a result,
• ensure, if necessary, the establishment of a system for preventing and detecting corruption and influence peddling,
• ensure that executive corporate officers implement a non-discrimination and diversity policy, particularly with regard to the balanced representation of women and men in management bodies.

Article 2 – Operation

2.1 Frequency of Board meetings
The Board meets at least four times a year, and as often as required in the interests of the Company.

2.2 Notice of Board meetings
Board meetings may be convened by any means, including by letter, fax, email or verbally. Notice of meeting can be sent out by the Secretary of the Board.
Prior to the meeting, the members receive the notice of meeting and the agenda and, whenever possible, the background information required for their deliberations.

2.3 Board meetings
In all case permitted by the law and if provided for by the notices of meetings, Members participating in the meeting of the Board by video conference or means of telecommunications enabling their identification and effective participation, the nature and applicable conditions of which are determined in accordance with legal and regulatory provisions, shall be deemed present for the purpose of calculating the quorum and the majority members of the Supervisory Board.

The Chairman of the Board may invite others he/she deems useful to attend the meeting. If a person other than a Board Member is invited to a meeting, the Chairman must remind them of their obligation to keep confidential all information collected during the Board meeting.

2.4 Procès-verbaux des réunions du Conseil
Minutes are prepared after each Board meeting. Draft minutes of the most recent meeting are sent or given to all Members, no later than the date of notice of the next meeting.

The minutes detail participation of Members by videoconferencing or other means of telecommunication and report any technical incidents with transmission, if they disrupt the business of the meeting.

The Chairman of the Board, the Vice-Chairman of the Board, a member of the Company’s Executive Board or a duly authorised proxy approves the copies or excerpts of the meeting minutes.

2.5 Secrétaire du Conseil
On the Chairman’s proposal, the Board appoints a Secretary and sets the term of office.

The Board Secretary need not be a Board member.

All Members may consult the Secretary and use his or her services. The Secretary is responsible for all procedures related to the practical organisation of the Board.

If not a Member, the Secretary is bound by the same confidentiality obligations as the other Members. The Chairman verifies that the Secretary is fully informed of these obligations.

2.6 Self-assessment
Once a year, the Supervisory Board includes a discussion on the composition, organisation and operation of the Board as an item on the meeting agenda. A formal assessment is also carried out at least every three years.

The Board Members may meet once a year, without the other members of the Executive Board, to evaluate their performance and to discuss the future of the management team.

The assessment also aims to:

• check that important issues are properly prepared for and debated,
• measure each member’s contribution to the Board’s work, in terms of their skills and involvement in deliberations,
• review the desired balanced composition of the Board and its committees specifically regarding gender balance, diverse skill sets, as well as independence and objectivity in fulfilling the work of the Board,
• assess procedures implemented to prevent misconduct and insider trading.

An evaluation of the audit committee is also included in each annual assessment. The Board reviews the audit committee’s work against its objectives and suggests opportunities for improvement.

Article 3 – Resources

3.1 Expertise provided by committees
The Board may form temporary or standing committees comprising at least two (2) and at most five (5) members appointed by the Board.
These committees submit recommendations and proposals to the Board and report to it on their work.

3.2 Informing members
In the interests of efficient and prudent control of Group management, the Group’s senior management may address the Board, whether or not they are corporate officers.

It may request any and all reports, documents and studies by the Group and request, subject to confidentiality requirements, and commission external technical studies, at the Company’s expense.

Members may request advice from the Group’s senior management on any topic and meet directors, either collectively or individually.

Members may also request any information they deem necessary from the Chairman of the Board, either collectively or individually, provided that disclosure is not prohibited by the prudence principle applied to confidentiality.

The Board is informed on a quarterly basis of the Company’s financial position and cash flow as well as its commitments.

Members receive all relevant information, especially press reviews and financial analysis reports.

3.3 Transparency
Every year, the Company’s annual report will include a statement on the operation of the Supervisory Board and its committees during the financial year just ended.

Article 4 – Permanent committees

4.1 Standing committees
By adopting these rules of procedure, the Board establishes four (4) standing committees:
– an audit committee ;
– a remuneration and appointments committee :
– a social and environmental responsibility committee ;
– a strategic committee.

4.2 Rules applicable to all standing committees
– The committees are tasked with aiding the Board to make informed decisions.

– Committee members, selected from amongst the Board Members, are appointed in their individual capacity, for the duration of their term of office on the Board. They may not be represented on the committee(s) and can be replaced or have their appointment revoked by the Board at any time. Their terms of office are renewable concurrently with their terms as Board member.

– Each committee chairman is appointed by the committee from amongst the committee members.

– Each committee appoints a Secretary tasked with all procedures related to the practical organisation of the committee and is subject to the same obligations as the Board Secretary.

– Subject to specific rules applicable to them, each committee decides the frequency of meetings, which are held at the Company’s registered office or in any other place indicated in the notice of meeting, and sets the meeting agenda.

– The quorum for committee meetings is at least half of its members.

– Board Members and any other person may be invited by the Chairman to attend one or more committee meetings; however only audit committee members take part in deliberations.

– Meeting minutes are prepared by the committee secretary, under the authority of the committee chairman. They are sent to all the committee members, other Board Members and the Chairman of the Company’s Executive Board. The committee chairman or, where relevant, a committee member appointed for the purpose, reports on the committee’s work to the Board.

– Each committee issues proposals, recommendations or opinions within their remit. To fulfil this duty a committee may conduct studies or commission external studies to inform the Board’s discussions, at the Company’s expense. It may also hear submissions from the Company’s or subsidiary managers.  Committees report to the Board on their work at each Board meeting. An overview of each committee’s work is included in the annual report.

– As required, committees may decide on other working methods. They check periodically that the committee rules and operating methods are appropriate to provide assistance to the Board to inform its discussions on topics within its remit, and may propose amendments to its rules of procedure to the Board.

Article 5 – Audit Committee

The audit committee is subject to the provisions of the French Commercial Code and Regulation (EU) No. 537/2014 of 16 April 2014.

5.1 Mission
The audit committee assists the Board in its task of verifying the accuracy and fairness of the Company’s parent company and consolidated financial statements, and the quality of financial information.

The audit committee’s role includes :

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 preparation process of financial information and, if necessary, formulate recommendations to ensure its integrity ;
• to oversee that the procedures implemented to ensure compliance with stock market regulations are robust ;
• 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 external control of the Company

• to issue a recommendation on the Statutory Auditors proposed for appointment by the general meeting to the 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 French 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

• to 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 :

• approve the service.

It reports regularly on the performance of its duties to the collegial body tasked with administration, or to the supervisory body. It also reports on the results of the assignment to certify the financial statements, on the way in which this assignment has contributed to the integrity of financial information and on the role it has played in this process. It shall inform the Supervisory Board without delay of any difficulty encountered.

5.2  Composition
The audit committee is comprised of a minimum of three (3) and a maximum of five (5 members).

They are appointed by the Board from among the Members. Insofar as possible, two-thirds should be appointed from among the Independent Board Members. The Board member(s) representing the employees are not included in this proportion.

The members of the audit committee must have the requisite expertise in financial, accounting and statutory audit matters.

The required financial, accounting or statutory audit expertise is assessed based on their professional experience, academic training and/or knowledge of the Company’s business.

The audit committee elects a chair from among its independent members.

The following attend audit committee meetings :

• the Chairman or member of the Company’s Executive Board responsible for financial management of the Company, or both of these individuals ;
• as required, representatives of the Statutory Auditors or the Company’s audit manager ;
• any other person the audit committee wishes to hear.

Once a year, the audit committee hears the Statutory Auditors of the Company under the conditions determined by the committee.

5.3  Operation
The audit committee meets at least twice a year, convened by its chairman. Although the schedule of audit committee meetings is decided by the Board, it may meet at any time, at the request of its chairman or of two of its members.

The audit committee requests all the information required for its meetings. The Committee has sufficient time to review the financial statements. For this purpose, it receives the necessary documentation no later than four days before the audit committee meeting.

For the performance of its duties, the audit committee receives an additional Statutory Auditors’ report no later than the date of signature of the report to the ordinary general meeting of shareholders. This report explains the results of the statutory audit of the financial statements and includes the information specified in Regulation (EU) No. 537/2014.

In general, all relevant documentation and analyses to cover all matters that are likely to have a material impact on the financial statements and related financial position must be provided to the audit committee within a reasonable time frame and before its meetings.

It calls any person whose submissions are considered useful for the work of the committee. In particular, it calls the Statutory Auditors for the meetings convened to review the process of preparing financial disclosures and reviewing the financial statements, to hear their report on the performance of their assignment and the conclusions of their audit. The audit committee may also ask the Company’s Executive Board to hear submissions and provide it with any and all information.

The audit committee may call in external experts as needed, having first verified their expertise and independence.

When the financial statements are presented to the Board, the Chairman of the Audit Committee presents any comments necessary.

To discharge its responsibilities, the Audit Committee must hear the Statutory Auditors, senior executives and managers responsible for the preparation of the financial statements, cash and internal control, in the absence of the corporate officers. It may also be assisted by external consultants, at the Company’s expense.

The review of the financial statements by the audit committee must be informed by the statutory auditors’ presentation pointing out the main points of the Company’s results and the accounting policies selected, as well as a presentation by the Chief Financial Officer describing the Company’s risk exposure, including those of a social and environmental nature, and significant off-balance sheet commitments.

On their appointment, the audit committee members receive information on the Company’s or Group’s accounting, financial and operational characteristics.

With respect to internal audits and risk management, the committee must review significant risks and off-balance sheet liabilities, hear the submission of the internal audit manager, give its opinion on the organisation of the internal audit function and keep up to date on its work plan. It must also be sent the internal audit reports or a periodic summary of these reports.

The audit committee draws up an annual work plan based on the Company’s current affairs and the results of its previous work.

The audit committee must keep confidential all information pertaining to :

• services provided by the members of the Statutory Auditors’ network ;
• the comments and conclusions of the Haut Conseil referred to in article L. 823-19 – II – 4.

Article 6 – Remuneration and Appointments Committee

6.1 Mission
The duties of the Appointments and Remuneration Committee are to:

6.1.1    In relation to remuneration

• 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-chairman 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 free shares ;
• to issue a recommendation on the total budget and distribution of attendance fees ;
• to ensure compliance with the Group’s individual and collective principles, values and code of conduct, applicable to all staff.

It is specified that executive corporate officers (the members of the Executive Board and the Chairman of the Supervisory Board) may not attend discussions on the components of their remuneration during the presentation of the report of the remuneration and appointments committee’s work.

6.1.2    In relation to appointments

• to review all applications and make its recommendations to the Board concerning the appointment, renewal or replacement of any Executive Board or Supervisory Board member ;
• to prepare a succession plan for the executive corporate officers (the members of the Executive Board and the Chairman of the Supervisory Board) ;
• to discuss the independence of Supervisory Board members ;
• to review the balance of the composition of the Supervisory Board in particular in accordance with the shareholding structure and the equal representation of men and women
• to organise a procedure for selecting future board members and to carry out its own research on potential candidates before approaching them, as described in section 6.4.

6.1.3    Regarding the operation of the Board

• to annually evaluate the Board’s work in order to help draft the report on corporate governance ;
• to ensure the prevention of conflicts of interest that could arise within the course of corporate life.

6.2 Composition
The remuneration and appointments committee is comprised of a minimum of two (2) and a maximum of five (5 members).It includes a member of the board representing employees.

They are appointed by the Board from among its Members, and 50% are Independent Members. The Board member(s) representing the employees is (are) not included in this proportion.

The Chairman is elected from among the committee’s members.

The Board Secretary performs the role of secretary for the appointments and remuneration committee.

Unless otherwise decided by the appointments and remuneration committee, the Chairman of the Board and the Chairman of the Executive Board attend its meetings.

6.3 Operation
The remuneration and appointments committee meets at least once (1) a year. The meeting is convened by the Chairman of the Board, the committee chairman, 50% of its members, or on the request of the Chairman of the Company’s Executive Board.

The Chairman of the Executive Board takes part in the committee’s work on appointments.

6.4 Modalities for the implementation of the selection procedure of the board members
The procedure for selecting the new members of the Supervisory Board is intended to be implemented when it is envisaged to appoint a new member of the Supervisory Board as an addition to the existing members or to replace a member regardless of the reason for the vacancy.

This selection procedure is implemented by the Remuneration and Nomination Committee and is steered by its chairman.

The process aims to identify candidates with skills in areas relevant to the group’s business and the role of the Supervisory Board, and whose profile is in line with the diversity policy applied to Supervisory Board members.

Thus, the selection criteria aim in particular to ensure :
– that the skills of its members are varied, in line with the long-term strategic orientations, and cover television, digital, marketing, governance, operational management of companies, international experience, finance, etc;
– the complementarity of the profiles, but also their relevance to M6’s strategy, and the balance between the most senior members and those recently appointed, which makes it possible to combine dynamism and experience within the Board;
– that the diversity of its members is promoted.

When the process aims to fill a vacancy, these elements are assessed in particular with regard to the qualities of the predecessor.

The desirable changes in the composition of the Board and the specific expectations expressed by the members of the Supervisory Board in this area during the last annual evaluation are also taken into account in the selection of profiles.

Finally, special attention is paid to the availability of candidates to ensure that they have the necessary time to devote to the functions of member of the Supervisory Board and after ensuring that the rules for cumulating mandates are respected.

The main steps in this process are:
– identification, formalisation and prioritisation of criteria for the selection of candidates and precise definition of the profile sought in accordance with the above principles,
– if necessary, selection of an external recruitment firm and definition of its mission,
– examination of applications and establishment of a list of potential candidates by the Chairman of the Remuneration and Appointments Committee, where applicable, with regard to the work carried out by the recruitment firm and/or the profiles proposed by the members of the Supervisory Board,
– individual interview of the prospective candidate(s),
– detailed recommendation from the Remuneration and Appointments Committee to the Supervisory Board of the candidate who appears to be most in line with the profile sought, and forwarding this recommendation to the Executive Board in order to prepare the general meeting,
– reporting on the implementation of this procedure in the next report on corporate governance.

6.5 Information
In accordance with the AFEP-MEDEF code, the remuneration and appointments committee must be informed about the remuneration policy applicable to the Company’s main non-executive corporate officers. It is responsible for ensuring this policy is in keeping with the remuneration policy for executive corporate officers decided by the Board.

Article 7 – Social and Environmental Responsibility Committee

7.1 Mission
The Social and Environmental Responsibility Committee’s mission is to:
– ensure that social and environmental issues are taken into account in the Company’s strategy,
– organize the consultation of Group stakeholders to determine its strategic CSR challenges,
– oversee the establishment of the Group’s commitments and objectives in terms of social and environmental responsibility,
– review the Group’s strategy and assess the relevance of the Company’s commitments to social and environmental responsibility,
– review the Group’s flagship CSR actions for the current fiscal year and establish a Group CSR action plan for the upcoming fiscal year,
– give an opinion on the non-financial performance statement,
– to examine the Group’s main social and environmental risks and opportunities,
– examine the main lines of communication to shareholders and other stakeholders on social and environmental responsibility,
– monitor the implementation of the Group’s commitments on social and environmental responsibility.

7.2 Composition
The Social and Environmental Responsibility Committee shall consist of at least two (2) members and not more than five (5) members.

They shall be appointed by the Board from among its Members, at least half of whom shall be independent Members.

The Committee on Social and Environmental Responsibility shall appoint from among its members a Member of the Board who shall act as Chairman of the said Committee.

The Secretary of the Board provides the secretariat for the Committee on Social and Environmental Responsibility.

7.3 Functioning
The Social and Environmental Responsibility Committee shall meet at least once a year at the call of the Chairman of the Board, its Chairman, half of its members or at the request of the Chairman of the Management Board of the Company.

Article 8 – Strategic Committee

The committee, known as the “Strategic Committee”, aims to deepen the understanding of operational and competitive challenges of the Group’s various activities.

The Supervisory Board may appoint one or more of its members as a member of this strategic committee. A report on the work of this committee will be made to the Board.

It is specified that this strategic committee may be assisted in the performance of its work by advisors, of which it is free to choose.

Article 9 – Other Committees

In addition to the board committees, the company may set up committees, whether permanent or not, with specific tasks.

Article 10 – Notifications

These rules of procedures and any subsequent amendments must be notified to the Company’s Executive Board, which shall record notification of same in specific deliberations.

These rules of procedure were signed by all Members holding office on 25 October 2022.

* Independent member: “Board member are independent if they have no relationship with the company, its group or its management, of a nature to compromise their freedom of judgement”. (Source: Corporate Code of Governance for listed companies of December 2008, updated in November 2015, prepared by the AFEP-MEDEF).
** Member representing employees.

The Supervisory Board exercises permanent control over the management of the Company and its subsidiaries by the Executive Board and grants the latter the prior approval for transactions that it may not perform without such authorisation, in accordance with the provisions of Article 24.3 of the Bylaws.

Throughout the year, the Supervisory Board performs whatever verifications and checks it considers appropriate and may call for any documents it requires to perform its duties.

Conditions of preparation of the work of the Supervisory Board

More than four working days prior to each of its meetings, the Executive Board provides members of the Supervisory Board with all necessary information and documents to prepare their meetings, in the form of a file covering all items of the agenda and presenting Group operations during the last quarter as well as the various projects submitted for approval by the Board.

Each member of the Supervisory Board is also provided with all the Company’s corporate communications throughout the year.

In accordance with its rules of procedures, the Board is informed on a quarterly basis of the Company’s financial position and cash flow as well as its commitments.

The Social and Economic Council representative also benefits from the same information within the same timeframes as Supervisory Board members.

Supervisory Board meetings

Notices of meetings are sent in writing by the Chairman to Board members and the Works Council representative on average ten days before the date of the meeting.

The Supervisory Board meets as often as required in the interests of the Company and at least quarterly. It met 7 times in 2019. The overall attendance rate of the members of the Supervisory Board is calculated for the effective period of the term of office in 2018. This rate was 80%.

Minutes are prepared at the end of every Board meeting. These are formally approved at the following Supervisory Board meeting.

The Statutory Auditors were specifically requested to attend the two Supervisory Board meetings at which the annual and interim financial statements were reviewed.

At each meeting and at least once each quarter, the Executive Board presented a report to the Supervisory Board on the progress of the company’s activities. Within three months following the end of the financial year, the Executive Board presented the Supervisory Board with the parent company and consolidated financial statements, for verification and control, accompanied by a written report on the Company’s position and activity during the course of the financial year.

Moreover, a Supervisory Board meeting took place outside the presence of the Executive Board members in accordance with Recommendation 11.3 of the AFEP-MEDEF Code.

Statutory rules on prior approval
Pursuant to the provisions of Article 24.3 of the Bylaws, the following Executive Board decisions shall be subject to the Supervisory Board’s prior approval:

• significant transactions which may impact Company and group strategy, changing their financial positions and scope of operations;
• investments and commitments (including equity investments) with a total investment exceeding €20 million, insofar as these investments have not been budgeted;
• divestments (including disposal of equity investments) and/or dilutions of a total amount or having an impact on the balance sheet exceeding €20 million, insofar as these divestments have not been budgeted;
• the issue of marketable securities of any type liable to result in changes in the share capital.

Supervisory Board’s Rules of Procedure
At its first meeting on 20 May 2000, the Supervisory Board adopted its own rules of procedure, supplemented on 30 April 2003, 6 May 2008, 27 May 2012, 17 February 2015, 21 February 2017, 19 April 2018 and amended on 19 February 2019 (alignment with the latest legal and regulatory developments and the latest AFEP MEDEF recommendations), which primarily specified and supplemented the Company’s Bylaws regarding its organisation and operation: in particular, arrangements for Board meetings, how the Board exercises its powers, as well as the composition, purpose and powers of its Committees.

It includes best practices and provides the Board with the resources to operate efficiently and better serve the Company and its shareholders. It reaffirms the Board’s commitment to corporate governance rules and has been updated to include the latest recommendations from the AMF, the AFEP-MEDEF Code and the Poupart Lafarge report dated 22 July 2010.

It recalls the other obligations incumbent upon Supervisory Board members and in particular the obligation for every member of the Board to inform the Board of any situation involving a conflict of interests, even a potential one, between them and the Company or the Group.

Therefore, depending on the case, they shall:

• abstain from taking part in discussions and from voting on the corresponding deliberation,
• refrain from attending Board meetings during the period he/she is in conflict of interest, or
• resign his/her duties as member of the Board.

The Supervisory Board member may be held liable for their failure to comply with these rules of abstention or withdrawal.

Moreover, the Chairman of the Supervisory Board will not be required to forward to the members, about whom he has serious grounds for suspecting they are faced with a conflict of interests, the information or documents relating to the conflicting issue and will inform the Board that he has not handed over such information.

Matters discussed by the Supervisory Board in 2019
The key matters discussed by the Supervisory Board during the 2019 financial year mainly concerned:

• interim and annual consolidated financial statements;
• the results for the quarters ended 31 March and 30 September 2019;
• the budget for the 2020 financial year;
• major investment projects, particularly in programming;
• acquisition of Lagardère’s Television Division;
• the renewal of the share buyback agreement for subsequent cancellation and the treasury management agreement with RTL Group;
• the annual review of regulated agreements;
• the allocation of performance shares to certain employees and/or corporate officers;
• the renewal of the authorisation given to the Executive Board to grant deposits, guarantees and sureties;
• assessment of the independence of Supervisory Board members;
• self-assessment of the Supervisory Board’s work;
• the appointment of a new Vice-Chair of the Supervisory Board;
• the co-option of a new member of the Supervisory Board;
• the appointment of a new member to the Remuneration and Appointments Committee;
• the apportionment of remuneration to the members of the Supervisory Board;
• consultation on gender equality at work and equal pay, in particular on gender balance;
• amendment of the Supervisory Board’s Rules of Procedure;
• the main elements of M6’s policy on sustainable development and Corporate Social Responsibility;
• the cyber-attack suffered on 12 October 2019.

The Executive Board also informed or sought the opinion of the Supervisory Board on various matters even where its prior approval was not necessary.

Lastly, the Supervisory Board met without the Executive Board in attendance at its meeting of 19 February 2019 in order to assess the latter’s performance.

Self-assessment of the Supervisory Board’s work
The Supervisory Board reviews its own modus operandi once a year at one of its meetings, using a questionnaire issued to each member to evaluate the Supervisory Board’s operating rules, which each member completes anonymously.

This evaluation is structured into four chapters:

• Principles of Supervisory Board intervention,
• Composition of the Supervisory Board and relationship with the Executive Board,
• Holding of Supervisory Board meetings,
• Supervisory Board committees.

On this occasion, the actual contribution of each member of the Board is assessed. An evaluation analysis is then presented to the Board.

The following emerged from the 2019 review:

• Follow-up actions concerning the previous assessment procedures are satisfactory;
• The composition of the Board is appropriate, in terms of age, length of service, nationality, experience, etc. Consideration must nevertheless be given to improving its “digital” and “creative” (production) abilities;
• Meetings are organised efficiently; however, certain members would like to increase both their frequency and duration, in order to explore certain issues in greater detail;
• The Board has a very sound understanding of the Group’s activities and challenges, thanks in particular to the quality of the information that it receives. Certain members suggest an area for improvement would be to devote more time to examining international competition;
• It considers that the scope of the subject matter covers all the Group’s challenges;
• It considers that the decisions are well made and reasoned.

Moreover, the Board is pleased with the creation of the strategy seminar, which has been held in July for the past two years, notably enabling the members of the Board to meet the Group’s main managers.

Company shares held by members of the Supervisory Board
In accordance with Company bylaws, the members of the Supervisory Board of Métropole Télévision must each hold at least 100 shares in the Company.