The Audit Committee has three members designated by the Board of Directors. They are not managers of the Company and the majority are outside directors*. One of its members at least has specific skills in accounting and finance.
The Audit Committee is comprised of Agnès Lemarchand, Philippe Archinard and Harold Boël, its chairman.
The Audit Committee is responsible for assisting the Board of Directors, especially in the following areas: process used for the preparation of the financial communication, efficiency of the systems dedicated to internal control and risk management, legal control of the annual consolidated financial statements by the statutory auditors, independence of the statutory auditors. This committee also reviews some drafts of financial press release from the Company.
The Human Resources, Nominations and Compensation Committee has three members designated by the Board of Directors. It is comprised of: Marie-Hélène Habert, Michele Palladino and Alain Mérieux, its chairman.
This committee is responsible for making recommendations to the Board on compensation policy for the Company’s executive officers. Regarding the bonus shares policy, the Human Resources Committee reports to the Board of Directors its observations regarding the Company's overall policy as proposed by the Chairman and Chief Executive Officer or the Deputy Managing Director.* Outside director under the definition contained in the bylaws of the Company’s Board of Directors