Presence of a permanent expert on the Audit and Financial Risks Committee
Mr. Jean-Michel Etienne, first appointed on May 26, 2021 and reappointed on May 29, 2024 as part of the change in governance, continues to assist the Audit and Financial Risks Committee as a permanent expert. Mr. Jean-Michel Etienne served as Groupe Chief Financial Officer from 2006 to 2020. He was also a member of the Management Board for more than 10 years. For each meeting, Mr. Jean-Michel Etienne receives fees similar in amount as the fixed compensation paid to the members of the Committee. He attended all of the Committee’s meetings in 2024.
Missions
The missions of the Audit and Financial Risks Committee, detailed in article 8 of the Board of Directors’ internal rules and regulations, are defined pursuant to the provisions of article L. 821-67 of the French Commercial Code and article 17.2 of the Afep-Medef Code.
The Audit and Financial Risks Committee assists the Board of Directors in its mission relating to the review and approval of the corporate and consolidated financial statements, monitoring the preparation of non-financial information, internal audit control, external control monitoring and risk management.
/ Summary of the Committee’s main duties(1)
Financial and non-financial accounting information
- monitor the process of preparing accounting and financial information and make recommendations to ensure the integrity of this process
- examine the agreements that may be classified as arm’s length agreements
- monitor the process of preparing non- financial sustainability information
- take into account climate issues and CSR indicators in the preparation and control of non-financial information
Internal audit
- monitor the effectiveness of internal control systems (including internal audit) in terms of accounting, finance and sustainability
- monitor the effectiveness of accounting, financial and sustainability risk management systems
- review the internal audit plan
- give an opinion on the internal audit budget
- give an opinion on the organization and functioning of internal audit and risk management
- give an opinion on the internal audit program and the reports of the internal audit function
External control
- issue a recommendation on the choice of Statutory auditors and the sustainability auditor proposed for appointment or renewal by the General Shareholders’ Meeting
- monitor the performance of the Statutory auditors and the sustainability auditor and the related fees
- ensure the independence of the Statutory auditors and the sustainability auditor
- validate the services provided by the Statutory auditors other than those related to the audit of the financial statements
Risk management
- examine significant non- financial risks and off- balance sheet commitments
- alert the Board of any subject likely to have a financial impact
- examine the double materiality matrix
- impact, risk and opportunity monitoring
Activities
The main work carried out in 2024 is as follows:
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Main work completed in 2024: |
| Review of financial statements |
Review of financial statements Main work completed in 2024:
- review of the Groupe’s annual financial statements for the financial year 2023 and half-year financial statements at June 30, 2024, as well as the related reports;
- regular review of the Groupe’s results with an analysis of organic growth by country/ region and by business line;
- verification of the relevance and consistency of the accounting methods adopted for the preparation of the financial statements;
- analysis of the Groupe’s cash position;
- review of ongoing ordinary arms-length agreements, in application of the verification procedure for these agreements as well as the criteria allowing this classification;
- review of the Groupe’s tax landscape and new tax obligations.
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| Internal Audit |
Internal Audit Main work completed in 2024:
- review of the missions carried out by the internal audit during 2024 and monitoring the implementation of the action plans;
- validation of the 2025 Internal Audit Plan;
- review of the controls carried out under the French “Sapin 2” anti-corruption law;
- information on the assessment of the Groupe’s internal financial control;
- monitoring of the most sensitive fraud, litigation, investigations or lawsuits;
- approval of the Internal Audit Charter updated in 2024.
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| External control |
External control Main work completed in 2024:
- receipt of the work of the Statutory auditors and their reports on the Groupe’s financial statements;
- discussion with the Statutory auditors on the Groupe’s financial statements;
- review and approval of the Statutory auditors’ fees for 2024, and fees for additional missions given to them;
- monitoring of fees paid in 2024 to other audit service providers;
- recommendation on the appointment of Grant Thornton, for one financial year, as sustainability auditor proposed to the General Shareholders’ Meeting of May 29, 2024;
- monitoring of the calls for tender process to appoint the next sustainability auditor for the next six years;
- receipt of the work of the auditor in charge of certifying the sustainability information.
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| Financial risk management |
Financial risk management Main work completed in 2024:
- review risks with a financial impact and off-balance sheet commitments;
- review of the corruption risk mapping updated in 2024;
- monitoring cybersecurity risks, in collaboration with the members of the Strategy and Risk Committee.
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| Non-financial information |
Non-financial information Main work completed in 2024:
- review of the Groupe’s ESG risk mapping, in conjunction with the Strategic, Environmental and Social Committee;
- monitoring of the stages of implementation of the CSRD Directive within the Groupe: presentation of the results of the double materiality matrix and the most significant IROs (impacts, risks and opportunities) for the Company.(1)
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