A role of assistance to the Board

The Committee is responsible for various assignments, in particular:
• It presents recommendations to the Board of Directors for its membership and the membership of its committees.
• Every year, it proposes the list of directors who may be considered as “independent directors” in relation to the Group.
• It assists the Board in the selection and evaluation of the Chairman of the Board and the Chief Executive Officer and examines the preparation for their possible successors, in cooperation with the Compensation Committee.
• It proposes methods for the Board to evaluate its own performance.
• It develops and recommends to the Board corporate governance principles applicable to the Company.
• It examines ethical issues at the request of the Board or its Chairman.

The Nominating and Governance Committee: composition and operations

The Nominating and Governance Committee meets at least twice a year. It is made up of a minimum of three directors designated by the Board of Directors. The Committee chooses its chairman and its secretary, who is a senior executive of the Company. The majority of the members must be independent directors.

The Committee may invite the Chairman of the Board of Directors or the Chief Executive Officer, depending on the case, to present his/her proposals. It reports on its activities to the Board.

The Nominating and Governance Committee includes Patrick Artus, Gunnar Brock, Bertrand Collomb, Thierry Desmarest and Claude Mandil. The Committee is chaired by Thierry Desmarest.

“The majority of the members of the Nominating and Governance Committee must be independent directors.”