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Executive Board

The Executive Board has six members appointed by the Supervisory Board and manages the Company’s day-to-day operations. Jean-François Decaux and Jean-Charles Decaux alternate as Chairman of the Executive Board. 

Supervisory Board

The Supervisory Board oversees the management of the Executive Board. It is assisted in its work by two committees: the Audit Committee, chaired by Xavier de Sarrau; and the Compensation and Nominating Committee, chaired by Pierre Mutz.
Each year, the mandates of some members of the Supervisory Board are renewed in accordance with the provisions of the AFEP-MEDEF Code recommending staggered terms. The guidelines governing the operation and organization of the Supervisory Board and its Committees are set forth in the Charter of the Supervisory Board, which in particular describe the terms and conditions surrounding the compensation of its members as well as the powers, tasks and obligations of the Supervisory Board and its Committees. The Supervisory Board supervises the management of the Company by the Executive Management Board. The Supervisory Board members may be appointed for a maximum term of four years.

The main tasks of the Supervisory Board are as follows:
  • Carry out any verifications and supervision as it deems fit and request any documents which it deems useful to perform its tasks at any time during the year;
  • Identify the independant members of the Board;
  • Supervise and ensure the legality of the Executive Management Board's decisions and that the shareholders are treated equally;
  • Supervise the procedures implemented by the Company and its statutory auditors to ensure the legality and accurateness of the annual and consolidated financial statements;
  • Be informed of the strategic decisions (budget, significant external growth transactions ...), the financial situation, the treasury position, and any obligations undertaken by the Company in the framework of the publicly announced strategy of the Group, and in particular with respect to any external growth acquisition or sale, any organic growth through material investments or external restructuring transactions.
  • Give its prior approval to any significant transaction which is outside the scope of the publicly announced Group strategy.
 

Committees

The Audit Committee


Xavier de Sarrau, Chairman

Pierre Mutz, Member
Independent member of the Supervisory Board

Bénédicte Hautefort, Member
Independent member of the Supervisory Board

The main tasks of the Audit Committee are as follows :
  • Review the accounts and the continuity and relevance of accounting methods and principles used to prepare annual and consolidated financial statements or make any recommandation to change such methods and principles, and ensure the consistent application of such methods and principles or the validity of any proposed changes;
  • Supervise the financial information process;
  • Monitor the efficency of internal control measures and risk management systems
  • Monitor the independance of Statutory Auditors
  • Manage the process for selecting the Statutory Auditors and in general to ensure compliance with the rules guaranteeing their independance.
 

The Compensation and Nominating Committee


The Compensation and Nominating Committee presently has three members:
• Pierre Mutz, Chaiman
• Michel Bleitrach, Member
• Gérard Degonse, Member
• Sylvie Lelouarn, Member

Pierre Mutz and Michel Bleitrach are independent members of the Supervisory Board. Sylvie Lelouarn is member of the Supervisory Board representing employees. They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.

The Committee’s responsibilities consist principally of the following:
  • regarding compensation, make recommendations to the Supervisory Board, among other things, about:
    • the amounts and criteria for awarding directors’ fees to members of members of the Board;
    • compensation of any kind for members of the Executive Board;
    • the general policy for granting options.
  • regarding nominations, it must make recommendations to the Supervisory Board relating to:
    • membership of the Supervisory Board, taking into consideration, among other things, the composition and changes in our Company’s shareholder structure and the existence of potential conflicts of interest.
    • appointment of members to the Executive Board.

Auditors

Principal Statutory Auditors


Ernst & Young et Autres
1/2 Place des Saisons
92400 Courbevoie-Paris-La Défense 1
represented by M. Gilles PUISSOCHET
Appointed on June 20, 2000, the engagement of which, renewed by the General Meeting of Shareholders of 10 May 2006 and 15 May 2012, will expire at the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2017.

KPMG SA
Tour EQHO
2 Avenue Gambetta
92066 Paris la Défense Cedex
represented by Mr. Jacques PIERRE
Appointed on May 10, 2006, the engagement of which, renewed by the General Meeting of Shareholders of 15 May 2012, will expire at the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2017.
 

Alternate Statutory Auditors

AUDITEX
1/2 Place des Saisons
92400 Courbevoie-Paris-La Défense 1
Appointed on May 10, 2006, the engagement of which, renewed by the General Meeting of Shareholders of 15 May 2012 will expire at the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2017.

KPMG AUDIT IS
Tour EQHO
2 Avenue Gambetta
92066 Paris la Défense Cedex
Appointed on 15 May 2012, the engagement of which will expire at the General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ended 31 December 2017.