The Audit Committee's duties

They include:

• Recommending the appointment of statutory auditors and their compensation, ensuring their independence and monitoring their work.
• Establishing the rules for the use of statutory auditors for non-audit services and verifying their implementation.
• Supervising the audit by the statutory auditors of the Company's financial statements and consolidated financial statements.
• Examining the accounting policies used to prepare the financial statements, examining the parent company's annual financial statements and the consolidated annual, semi-annual, and quarterly financial statements prior to their examination by the Board, after regularly monitoring the financial situation, cash position and obligations of the Company.
• Supervising the implementation of internal control and risk management procedures and their effective application, with the assistance of the internal audit department.
• Supervising procedures for preparing financial information.
• Monitoring the implementation and activities of the disclosure committee, including reviewing the conclusions of this committee.
• Reviewing the annual work program of internal and external auditors.
• Receiving information periodically on completed audits and examining annual internal audit reports and other reports (statutory auditors, annual reports, etc.).
• Reviewing the choice of appropriate accounting principles and methods.
• Reviewing the Group's policy for the use of derivative instruments.
• Reviewing, if requested by the Board, major transactions contemplated by the Group.
• Reviewing significant litigation annually.
• Implementing, and monitoring compliance with, the financial code of ethics.
• Proposing to the Board, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal accounting controls or auditing matters, and monitoring the implementation of this procedure; and
• Reviewing the procedure for booking the Group's proved reserves.

Membership and operations

The Committee is made up of at least three directors designated by the Board of Directors. Members must be independent directors. The members of the Committee are Mrs. Marie-Christine Coisne, Mr. Gérard Lamarche, and Mrs. Patricia Barbizet. Mrs. Patricia Barbizet, appointed to serve as financial expert, chairs the Audit Committee.

The Committee meets at least four times a year to examine the consolidated annual and quarterly financial statements.

The Audit Committee may meet with the Chairman of the Board, the Chief Executive Officer, and, if applicable, any acting Managing Director of the Company and perform inspections and consult with managers of operating or non-operating departments, as may be useful in performing its duties.

The Committee meets with the statutory auditors and examines their work. The Committee submits written reports to the Board of Directors regarding its work.