Objectives

In February 2007, the Nominating and Governance Committee was separated from the then existing Nominating and Compensation Committee.

The principal objectives of this Committee are to:

• Recommend to the Board of Directors the persons that are qualified to be appointed as directors, Chairman or Chief Executive Officer.
• Prepare the Company’s corporate governance rules and supervise their implementation; and
• Examine any questions referred to it by the Board or the Chairman of the Board, in particular questions related to ethics.

Duties

The committee performs the following specific tasks:-

• Presenting recommendations to the Board for its membership and the membership of its committees.
• Proposing annually to the Board the list of directors who may be considered as “independent directors” of the Company.
• Assisting the Board in the selection and evaluation of the Chairman of the Board and the Chief Executive Officer and examining the preparation of their possible successors, in cooperation with the Compensation Committee.
• Preparing a list of individuals who might be considered for election as Directors and those who might be named to serve on Board committees.
• Proposing methods for the Board to evaluate its performance.
• Proposing the procedure for allocating directors’ fees.
• Developing and recommending to the Board the corporate governance principles applicable to the Company; and
• Examining ethical issues at the request of the Board or its Chairman.

Membership and practices

The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors. The Committee appoints its Chairman and its secretary, who is a senior executive of the Company.

The Committee meets at least twice a year. The Committee may invite the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations.The Committee reports on its activities to the Board of Directors.

The Committee’s members are Messrs. Bertrand Collomb, Thierry Desmarest, Michel Pébereau. Mr. Thierry Desmarest chairs the Committee.