To assist it in specialist matters, the Board formed 2 committees in 1995, drawn from its members :

The Audit Committee comprises 3 members, Philippe Lenain as Chairman, Norbert Dentressangle and Jérôme Wittlin. 

2 of the 3 members including its chairman are independent directors. This committee informs the Board on the identification, evaluation and handling of the main financial risks to which the Group may be exposed. It is concerned in particular with ensuring the conformity of financial reporting methods. It assists the Board with observations or recommendations, and participates in the preparatory procedure for appointing statutory auditors.

The Audit Committee met on four occasions in 2008, with 92% attendance.

Activities of th Audit Committee

In 2008, the Audit Committee attended to the following recurring matters:

• the draft annual accounts for 2007 and the draft half-year accounts for 2008, submitted to the Board of Directors;
• the Chairman's report on internal control;
• the nature and results of the work done by the statutory auditors, and their comments and recommendations on internal control;
• review of the main findings of the internal audits carried out in 2008;
• review of the internal audit plan for 2009;
• review and analysis of risks.

In addition, the Audit Committee dealt with the following specific items:

• review of objectives, tools and the main points of Group fiscal policy;
• review of the main points of Group insurance policy;
• review of hedging policy on currency-linked of risks relating to assets;
• review of the process of appointing staturory auditors in view of pending renewal of appointment;
• review of procedures relating to data security and confidentiality, and user access profiles for operational IT systems. 
   

The Nominations and Remuneration Committee comprises 3 members, Pascal Girardot, permanent representative of FÉDÉRACTIVE, as Chairman, Philippe Desmarescaux and Philippe Lenain. 2 of the 3 members are independent directors.

The committee reports on its work to the Board of Directors and makes recommendations on the makeup of the Board, on the terms of office of directors, and on the Group’s organization and structures; it also makes proposals to the Board on policy for the remuneration of executives, as well as on the introduction ofstock option plans and on the terms and conditions applying to these.

The Nominations and Remuneration Committee met on 4 occasions in 2008, with 92% attendance.

Activities of the Nominations and Remuneration Committee

The Nominations and Remuneration Committee attended to the following matters in 2008:

• review of a stock option plan for 401 members of Group management;
• review of 2007 Bonus payments and of fixed remuneration for Group Executive Committee members in 2008;
• annual evaluation of the Board of Directors;
• review of the makeup of the Board of Directors;
• proposal to the Board on performance criteria for deferred payments to company officers.

All the items dealt with by the Audit Committee and the Nominations and Remuneration Committee are the subject of a report to the Board of Directors.