2014 Annual Report 43

CORPORATE GOVERNANCE

The specialist committees The Board is assisted by three specialist committees. Bongrain SA provides them with the means necessary for carry- ing out their task, when necessary with the help of the various departments concerned, and authorizes them to take outside advice. Each of these committees meets several times a year and whenever its opinion is deemed necessary by the Chairman of the Board, the Board or by the Chairman of the committee.

The Audit and Risks Committee This Committee is made up of at least three members of the Board of Directors and carries out its task in the fields of exter- nal statutory audit, internal control and the Group s half-yearly and annual financial statements and financial announcements. In each of these fields, it assesses the Group s requirements, the technical and human resources employed and their suit- ability. It informs the Board of Directors of any observations or recommendations that it considers useful.

Members Jean-Michel Strasser, Chairman, Dominique Damon, Bernard Houlot, Martine Liautaud.

The Management and Remunerations Committee It is made up of at least three members of the Board of Direc- tors other than the Chairman. It assists the Board in respect of the organization and structures of the Group, the appointment and evolution of executive directors, the selection of new Board directors, compensation policy for executive directors and any ethical questions with which managers may be confronted.

Members Bernard Houlot, Chairman, Armand Bongrain, Dominique Damon, Ignacio Osborne.

The Strategy Committee It consists of at least three members. Its primary task is to inform the Board of Directors about the long-term orienta- tions proposed by the executive directors and to analyze the most important divestiture and acquisition proposals submit- ted for decision to the Board of Directors.

Members Élisabeth Lulin, Chairwoman, Martine Liautaud, Xavier Paul-Renard, Thomas Swartele.

Composition of the Board of Directors

Alex Bongrain Chairman

Armand Bongrain Director Member of the Management and Remuneration Committee

Dominique Damon Independent director Member of the Management and Remuneration Committee Member of the Audit and Risks Committee

Bernard Houlot Director Member of the Management and Remuneration Committee Member of the Audit and Risks Committee

Martine Liautaud Independent director Member of the Audit and Risks Committee Member of the Strategy Committee

Élisabeth Lulin Independent director Chairwoman of the Strategy Committee

Ignacio Osborne Independent director Member of the Management and Remuneration Committee

Xavier Paul-Renard Director Member of the Strategy Committee

Jean-Michel Strasser Independent director Chairman of the Audit and Risks Committee

Thomas Swartele Director Member of the Strategy Committee

The Board of Directors The Board of Directors is made up of ten members. They are appointed for a one year renewable term. Five directors are independent on the basis of the criteria set by France s

AFEP-MEDEF report. The Board sets its schedule of meetings, which are held every two months unless additional urgent or necessary meetings are called in the interest of the Company.