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.
Its members are the following:
|Members of Audit committee||Date of first appointment||Expiry date of appointment||2017 attendance rate|
|Gilles Samyn *, Chairman||3 May 2012||2019||100 %|
|Elmar Heggen, member||22 November 2006||2020||80 %|
|Mouna Sepehri *, member
||19 December 2013||2020||60 %|
|Nicolas Houzé *, member||19 April 2018||2022||–|
* 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 ensure the quality of the processes enables compliance with stock market regulations;
• In relation to the internal control of the Company:
– to assess the proposed appointments and replacements of the Company’s statutory auditors and their remuneration; and more specifically, to oversee the procedure for selecting statutory auditors;
– to review each year with the statutory auditors their assignment plans, the findings thereof and their recommendations as well as the follow-up actions implemented;
– to assess the Group’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;
• 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 five times in 2017. Its work included:
• the review of the parent company and consolidated financial statements;
• the review of the interim consolidated financial statements at 30 June and quarterly financial position at 31 March and 30 September;
• the review of off-balance sheet commitments;
• the 2018 budget;
• the review of the financial parts of the Registration Document and the Chairman’s Report;
• the review of the Group’s Sustainable Development Report;
• the monitoring of the treasury position and the working capital requirements of the Group;
• a follow-up of the year’s internal control assignments;
• the review of the risk-mapping;
• the review of the Group’s insurance policies;
• 2017 assignments and fees of the Statutory Auditors and the 2017-2018 audit plan;
• the follow-up of financial reporting;
• the procedure for purchasing and then integrating the radio division of RTL Group in France and its financing.
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 82,4% in 2017.
The Audit Committee carries out an assessment of its own operation on an annual basis by filling out the Supervisory Board’s assessment questionnaire provided to all Board members, a section of which is reserved for the Audit Committee.
The 2018 assessment highlighted that:
– the committee meets at sufficiently frequent intervals and the duration of the meetings is appropriate;
– the members of the committee receive appropriate information prior to each meeting;
– the atmosphere within the committee is conducive to discussion.
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 members of the Remuneration and Appointments Committee are the following:
|Nomination and Remuneration Committee members||Date of first appointment||Expiry date of appointment||2017 attendance rate|
|Gilles Samyn *, chairman||10 March 2009||2019||100 %|
|Elmar Heggen, member||19 April 2018
|Marie Cheval *, member||19 April 2018||2022||–|
* Independant Member
As defined in the Internal Regulations, the Remuneration and Appointments Committee meets at least once a year and has the following responsibilities:
• to make recommendations for the remuneration of members of the Supervisory Board and the Executive Board;
• 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;
• 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;
• 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 and gender distribution;
• to annually evaluate the Board’s work in order to help draft the Chairman of the Supervisory Board’s report on corporate governance;
• to ensure the prevention of conflicts of interest that could arise within the course of corporate life.
The Remunerations 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. These issues were addressed at each of the 2017 meetings, and were covered by a specific item at the meeting of 17 February 2017, during which the early reappointment of the Executive Board was proposed.
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.
The Committee met three times in 2017, on 17 February, 20 July and 26 October, and ruled on:
• the calculation of the Executive Board members’ variable remuneration for 2016;
• the definition of objectives for the calculation of Executive Board members’ variable remuneration for 2017;
• the achievement of performance conditions for releasing the free share allocation plan of 2015, with delivery on 28 July 2017, and 2016, with delivery on 28 July 2018;
• the conditions for the annual allocation of free shares;
• the co-option of a new member of the Supervisory Board;
• renewal of the Executive Board;
• the appointment of a new member to the Executive Board;
• the authorisation of the Supervisory Board’s attendance fees scale.
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 2017.