APC 2003 Annual Report Download - page 36

■Reviews the internal audit organization and
resources, as well as the internal audit program and
the general summary of reports submitted by the
internal auditors.
■Examines proposed dividend distributions and the
amount of financial authorizations submitted for
shareholder approval at the Annual Meeting.
The Audit Committee examines all financial, account-
ing and risk management issues submitted to it by
the Board of Directors or its Chairman.
In addition, before the Committee has reviewed the
annual and interim financial statements, the Audit
Committee Chairman meets with the Auditors alone,
without any Company representatives present.
The Audit Committee Chairman also meets with the
head of internal audit twice a year without any other
Company representative present.
The Audit Committee presents its findings and rec-
ommendations to the Board and distributes the min-
utes of its meetings to the Directors.
Meetings in 2003
In 2003, the Audit Committee met five times under
the chairmanship of Gérard de La Martinière, with an
attendance rate of 100%. Each meeting was also
attended by members of the Finance Department
and the Auditors.
The Audit Committee reviewed the annual and inter-
im financial statements, the internal audit process,
and the work of the Statutory Auditors. To ensure the
Auditors’ independence, the Committee examined
their fees and suggested that the Board of Directors
approve a procedure for tracking audit-related
engagements. As the Auditors’ terms will expire at
the Annual Shareholders’ meeting of May 6, 2004,
the Committee issued a limited request for proposals
so as to advise the Board of Directors on this topic.
The Committee examined the Company’s accounting
and control procedures for inventories and forex
transactions, as well as draft financial authorizations
submitted to shareholders by the Board of Directors
for approval at the Annual Meeting and the dividend
distribution policy.
It was also informed about the measures taken by
the Company to transition to International Financial
Reporting Standards (IFRS) for the 2004 financial
statements.
The Committee presented its findings concerning the
2003 financial year to the Board on March 5, 2003,
July 30, 2003, September 30, 2003, December 11,
2003 and February 19, 2004.
Remunerations and
Appointments Committee
Members
In 2003, the Remunerations and Appointments
Committee comprised Michel François-Poncet,
Chairman, Claude Bébéar, René Barbier de La
Serre, James Hardymon and Henri Lachmann.
The Committee’s current members are Michel
François-Poncet, Chairman, Willy Kissling, René
Barbier de La Serre and Henri Lachmann.
Responsibilities
The Committee is regularly informed of the Group’s
compensation policies, especially executive compen-
sation. It reviews stock option plans and employee
stock purchase plans decided by the Board. It also
makes recommendations to the Board concerning
the nomination of Directors, the appointment of
members of Board Committees and the compensa-
tion of the Chairman, which comprises a variable
component partially linked to the achievement of per-
sonal and performance objectives. In the last case, it
meets without the Chairman. It sets the criteria of
independence for Directors and examines their situ-
ation in respect to these criteria.
It recommends the amount of attendance fees for
approval at the Annual Meeting and their allocation
among Directors. It is also responsible for preparing
a succession plan for the Chairman and examines
solutions to provide for the replacement of Executive
Committee members.
The Audit Committee presents its findings and rec-
ommendations to the Board and distributes the min-
utes of its meetings to the Directors.
Meetings in 2003
The Remunerations and Appointments Committee
met four times in 2003, with an attendance rate of
100%. It informed the Board of Directors of its find-
ings on March 5 and September 30, 2003.
It made recommendations concerning the Chair-
man’s compensation to the Board, which discussed
the topic when the Chairman was not present. The
Committee also discussed the Chairman’s succes-
sion and presented its findings to the Board. Lastly, it
recommended that the Board set up two new option
plans (21 and 22) and issue shares to employees
under the 2003 worldwide Employee Stock Purchase
Plan.
Corporate Governance
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