52.
The Audit Committee notifies the Board, prior to it adopting the corresponding decisions, about the following issues indicated in Recommendation 8:
a) The financial information that the company, as a listed company, must periodically disclose. The Committee must ensure that the interim
accounts are drafted using the same accounting criteria as the annual accounts, and therefore consider the appropriateness of a limited
review by the external auditor.
b) The creation or acquisition of shareholdings in special purpose vehicles or those registered in countries or territories considered tax havens,
as well as other similar transactions or operations that, due to their complexity, could impair the transparency of the group.
c) Related party transactions, unless another supervision and control committee is has been appointed to draw up the report.
See sections: B.2.2 and B.2.3
Complies
53.
The Board of Directors shall seek to file financial statements that are free from reservations or qualifications in the audit report to the General
Meeting, and in the exceptional circumstances in which they may exist, both the Chairman of the Audit Committee and the auditors shall provide the
shareholders with a clear explanation of the content and scope of such reservations or qualifications.
See section: B.1.38
Complies
54.
The majority of the members of the Appointments Committee (or Appointments and Remuneration in the case of a single committee) are independent
directors.
See section: B.2.1
Explain
The Appointments and Remuneration Committee is made up of an independent director (Gilles Péllison), who also acts as chairman, and two proprietary
directors.
55.
In addition to the functions indicated in the preceding Recommendations, the following correspond to the Appointments Committee:
a) Evaluate the skills, knowledge and experience required by the Board in order to define the abilities and functions required by candidates to
cover each vacancy, and to assess the time and dedication required to correctly carry out their functions.
b) Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals
before the Board so that such successions are effected in an orderly well-planned fashion.
c) Notify the Board of appointments and departures of senior managers proposed by the Chief Executive Director.
d) Inform the Board about gender diversity issues indicated in Recommendation 14 of this Code.
See section: B.2.3
Complies
56.
The Appointments Committee consults the chairman and the Chief Executive Director of the company, particularly regarding issues concerning
executive directors. And that any director can request the Appointments Committee to take into consideration potential candidates to cover any
director vacancies, if they consider the candidate appropriate.
Complies
57.
In addition to the functions indicated in the preceding Recommendations, the following correspond to the Remuneration Committee
a) Propose to the Board of Directors:
i) The remuneration policy for directors and senior managers;
ii) The individual remuneration of executive directors and the other conditions of their contracts;
iii) The basic conditions of contracts of senior managers.
b) Safeguard compliance with the remuneration policy established by the company.
See sections: B.1.14 and B.2.3
Complies
58.
The Remuneration Committee consults the Chairman and the Chief Executive Director of the company, particularly in relation to issues regarding
executive directors and senior managers.
Complies
56
ANNUAL CORPORATE
GOVERNANCE REPORT
