APC 2014 Annual Report Download - page 141

CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
Board committees 4.
(composition,operating
procedures and meetings)
This section is part of the Chairman of the board of directors' report
In its internal regulations, the board has set out the roles, Committee members are appointed by the board of directors on
responsibilities and resources of its four study committees: the the proposal of the Governance Committee. Committees may
Audit and Risk committee, the Governance and Compensation open their meetings to the other board members. The
committee, the Human Resources & CSR committee and the Vice-chairman independent lead director may attend any meetings
Strategy committee. of committees of which he is not a member. The committees may
commission studies from outside consultants after having
On May6, 2014, the board of directors reviewed the committees’ consulted with the Chairman of the board of directors. They may
names and areas of competence. As a result, the Governance
3
invite anybody they wish to meetings, as necessary. Secretaries of
Committee became the Governance and compensation the board committees organize and prepare the work of the
committee, recognizing its competence in matters concerning committees. They record the minutes of committee meetings that
corporate officer compensation, which were previously the purview will then be sent to the directors. They are members of Group
of the Compensation, Human Resources & CSR committee. The management teams and specialists in the subjects of competence
latter is now the Human Resources & CSR committee. of each committee.
Audit and risk committee
The members, operating procedures and responsibilities of the At December31, 2014, 75% of the Audit and risk committee
Audit and risk committee are compliant with the recommendations consists of independent directors.
included in the Audit Committee final report published by the AMF
Operating procedures
in July2010.
The committee meets at the initiative of its Chairman or at the
Composition in 2014
request of the Chairman and CEO. At least five meetings are held
during the year.
The internal regulations and procedures of the board of directors The committee may invite any person it wishes to hear to its
stipulate that the Audit and risk committee must have at least three meetings. The statutory auditors attend meetings at which financial
members. Two-thirds of the members must be independent and at statements are reviewed and, depending on the agenda, all or
least one must have in-depth knowledge of accounting standards some of the other meetings. It may also require the CEO to provide
combined with hands-on experience in applying current any documents it deems to be useful. It may also commission
accounting standards and producing financial statements. studies from external consultants.
The Audit Committee has four members: Gérard de La Martinière, The Executive Vice President, Finance is the spokesperson for the
Chairman, Noël Forgeard, Antoine Gosset-Grainville, and Lone Audit and risk committee.
Fønss Schrøder (since May6, 2014). They are all independent, The Director of Internal Audit is the secretary of the Audit and risk
with the exception of Gérard de La Martinière, who has over 12 committee.
years of service on the board of directors. As demonstrated by
Responsibilities
their career records, summarized on page [125] et seq, the Audit
Committee members all have recognized expertise in finance,
economics and accounting. Gérard de La Martinière was General
Secretary of the COB (precursor to the French securities regulator, A cornerstone of the Group’s internal control system, the Audit and
the AMF), member of the Executive board and Director of Finance, risk committee is responsible for preparing the work of the board
Control and Strategy of the AXA Group, and member of EFRAG of directors, making recommendations to the board and issuing
(European Financial Reporting Advisory Group). He brings to the opinions on financial, accounting and risk management issues.
committee his vast financial expertise and excellent knowledge of Accordingly, it:
accounting standards. prepares for the annual and interim financial statements to be
l
In addition to their financial and accounting expertise, Noël approved by the board and, more particularly:
Forgeard also brings special expertise to the committee on
checks the relevancy and consistency of the accounting
–
industrial issues, Lone Fønss Schrøder on the oil sector and supply
methods used for drawing up consolidated and corporate
chain, and Antoine Gosset Grainville on the macroeconomic and
accounts, as well as checking that significant transactions at
competitive environment.
the Group level have been dealt with appropriately and that
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