The Board of Directors has 3 specialist committees:

• an audit committee, which was set up on 25th September 2013;
• a remuneration committee, which was also set up on 25th September 2013
• an appointments committee, which was set up on 27th November 2013

Although the existence of specialised committees of the Board of Directors is not mandatory for companies whose securities are admitted to trading on the Euronext Growth market, the Board of Directors wished to maintain the audit, remuneration and appointments’ committees and to retain their competences following the transfer of securities to the Euronext Growth market reached on June 18, 2021.”

These committees are made up of Mr Jacques Morlot and Mr Éric Pichet, both of whom are independent administrators. Mr Pichet presides over all 3 committees.
The committees meet fully independently, excluding the presence of directors.

Audit committee

Without prejudice to the competencies of the Board of Directors, for which it may not be substituted, the audit committee, overseen by the board of directors, will be responsible for tracking all questions relating to drafting and assessing financial and accounting information.

In accordance with article L. 823-19 of the code of commerce, the audit committee will be tasked with the following assignments :

• monitoring the process for drafting financial information and, where applicable, formulating recommendations in order to ensure integrity ;
• monitoring the efficiency of internal control and risk management systems and, where applicable, internal audit systems, with regards to procedures pertaining to drafting and processing financial and accounting information, without this impinging upon their independence ;
• issuing a recommendation with regards to the auditors put forward for appointment or renewal by the general assembly ;
• monitoring the work carried out by the auditors and taking on board the findings and conclusions from the High Council of Statutory Auditors subsequent to the inspection work carried out with regards to the professional activity of the company’s auditors ;
• ensuring that the independence conditions required by law are respected by the auditors ;
• il approuve la fourniture des services autres que le contrôle légal des comptes éventuellement réalisés par les Commissaires aux comptes ;
• providing regular feedback to the Board of Directors on their activities providing feedback on the results of their account certification assignment, the way in which this assignment contributed to the integrity of the financial information and the role they played in this process They will immediately report back on any difficulties they encounter.

The audit committee may, at any time, deal with any significant questions regarding financial or accounting matters in addition to formulating notices or recommendations to the board of directors in the fields above.

The remunerations committee

This committee will be responsible for presenting propositions or recommendations to the board of directors pertaining to:

• the overall policy for appointing directors, the company’s corporate officers ;
• the type and calculation method for the appointment of these directors (fixed or variable shares, miscellaneous benefits, etc.) ;
• the examination of all conditions relating to retirement and pensions for directors ;
• generally speaking, to any questions the CEO or the Board of Directors may submit in relation to director remuneration.

The appointments committee

This committee will be responsible for presenting recommendations with regards to the composition of the board of directors and the appointment of new members.

They play an essential role in drafting a succession plan, the purpose of which will be to present to the Board replacement candidates for corporate officer directors in the event of unforeseeable absences.