2024 universal registration document

2. Corporate governance

Audit Committee
Composition as of 31 December 2024 Independence 66% Number of meetings in 2024 Attendance (average 100%) Date of appointment to the Committee
Virginie Morgon (Chairwoman)

Virginie Morgon (Chairwoman)

Independence 66%

Virginie Morgon (Chairwoman)

Number of meetings in 2024

5

Virginie Morgon (Chairwoman)

Attendance

(average 100%)

100%

Virginie Morgon (Chairwoman)

Date of appointment to the Committee

2013

Fabienne Dulac

Fabienne Dulac

Independence 66%

Fabienne Dulac

Number of meetings in 2024

100%

Fabienne Dulac

Attendance

(average 100%)

2019

Béatrice Guillaume-Grabisch

Béatrice Guillaume-Grabisch

Independence 66%

 

Béatrice Guillaume-Grabisch

Number of meetings in 2024

100%

Béatrice Guillaume-Grabisch

Attendance

(average 100%)

2016

Ilham Kadri

Ilham Kadri

Independence 66%

Ilham Kadri

Number of meetings in 2024

100%

Ilham Kadri

Attendance

(average 100%)

2022

Nicolas Meyers

Nicolas Meyers

Independence 66%

 

Nicolas Meyers

Number of meetings in 2024

100%

Nicolas Meyers

Attendance

(average 100%)

2021

Jacques Ripoll *

Jacques Ripoll

*

Independence 66%

Jacques Ripoll

*

Number of meetings in 2024

100%

Jacques Ripoll

*

Attendance

(average 100%)

2024

Benny de Vlieger

Benny de Vlieger

Independence 66%

 

Benny de Vlieger

Number of meetings in 2024

100%

Benny de Vlieger

Attendance

(average 100%)

2023

Independence within the meaning of the criteria of the AFEP-MEDEF Code, as assessed by the Board of Directors. Excluding Directors representing employees, in accordance with the AFEP-MEDEF Code.

* Alexandre Ricard joined this Committee at the close of the 23 April 2024 Annual General Meeting.

The committee is chaired by Virginie Morgon, an independent Director who has recognised financial expertise. Due to their professional experience and their good knowledge of the Group's accounting and financial procedures, the members of the Audit Committee all have financial and/or accounting skills and are deemed to be financial experts within the meaning of Article L. 821-67 of the French Commercial Code.

In addition to the specific skills of certain Committee members, the Committee is given regular updates on sustainability issues, particularly draft regulations. Since 2018, the Committee has been responsible for monitoring issues relating to financial and non-financial information and monitoring risk management systems, including sustainability risks. Since the start of 2024, the Audit Committee has been responsible for the implementation of the CSRD.

The Statutory Auditors attend the meetings, except where discussions are about them. The Committee meets at least twice a year without management being present, and the Statutory Auditors attend these meetings. The Committee did not deem it necessary to call upon outside experts. The Chairman of the Board of Directors and the Chief Executive Officer are not members of the Committee.

Planned changes after the Annual General Meeting of 29 April 2025

On the recommendation of the Nominations and Governance Committee, the Board of Directors has appointed Jacques Ripoll as Chair of the Audit Committee in view of his recognised expertise in finance, accounting and sustainability, as demonstrated by his career in top management positions in leading financial institutions.

Alexandre Ricard, Isabelle Seillier and Téthys will join the Audit Committee as of the close of the Annual General Meeting on 29 April 2025 (1) .

Nicolas Meyers and Ilham Kadri will leave the Committee as part of broad-based changes to the composition of all the Committees.

Composition as of 29 April 2025.

Independence 66% Date of appointment to the Committee
Jacques Ripoll (Chair)

Jacques Ripoll (Chair)

Independence 66%

Jacques Ripoll (Chair)

Date of appointment to the Committee

2024

Fabienne Dulac

Fabienne Dulac

Independence 66%

Fabienne Dulac

Date of appointment to the Committee

2019

Béatrice Guillaume-Grabisch

Béatrice Guillaume-Grabisch

Independence 66%

 

Béatrice Guillaume-Grabisch

Date of appointment to the Committee

2016

Alexandre Ricard

Alexandre Ricard

Independence 66%

Alexandre Ricard

Date of appointment to the Committee

2025

Isabelle Seillier

Isabelle Seillier

Independence 66%

Isabelle Seillier

Date of appointment to the Committee

2025

Téthys, represented by Alexandre Benais

Téthys, represented by Alexandre Benais

Independence 66%

 

Téthys, represented by Alexandre Benais

Date of appointment to the Committee

2025

Benny de Vlieger

Benny de Vlieger

Independence 66%

 

Benny de Vlieger

Date of appointment to the Committee

2023