Assisting the Board of Directors

The Committee has various responsibilities that include:

• Presenting its recommendations on the composition of the Board and Board committees.
• Annually submitting a list of the directors who meet the “independent director” criteria
• Assisting the Board in selecting and evaluating corporate executive officers and reviews the planning for their succession.
• Submitting procedures the Board can use to evaluate its own performance.
• Recommending procedures for allocating attendance fees to directors.
• Developing and recommending corporate governance principles applicable to the Company.
• Discussing and examining ethics questions and conflicts of interest that have come to its attention or that the Board or Board Chairman refers for its review.
• Examining whether the Company's governance practices conform to the recommendations of the corporate governance code the Company has adopted.

Members and Procedures

The Nominating & Governance Committee meets at least twice a year. It consists of a minimum of three directors appointed by the Board of Directors and elects its chairman and secretary, the latter being a senior executive of the Company.

The majority of the Nominating & Governance Committee’s members must be independent directors.

The Committee may invite the Chairman of the Board of Directors or the Chief Executive Officer, as applicable, to present their recommendations. It reports on its work to the Board.

As of February 12, 2013, the Nominating & Governance Committee is composed of Patrick Artus, Gunnar Brock, Bertrand Collomb, Thierry Desmarest and Claude Mandil. It is chaired by Thierry Desmarest. Independent directors make up 80% of the Committee's members.