The Committee is composed of 5 directors (4 of whom are independent) and chaired by Mr Anthony WYAND : Mr Robert CASTAIGNE, Mrs Elisabeth LULIN, Mr Gianemilio OSCULATI and Mrs Nathalie RACHOU

This Committee’s mission is to monitor questions concerning the establishment and control of accounting and financial information, as well the efficiency of the Group’s internal control, measurement, surveillance and risk management systems. With the exception of the Vice-Chairman, its members may not be linked to the company or one of its subsidiaries by an employment contract or be a member of the Compensation Committee.

In particular it is tasked with:

- following-up the compilation of financial data, notably by examining the quality and accuracy of the elements in place and submitting any proposals for their improvement;

- analysing the draft financial statements to be submitted to the Board, in particular in order to verify the clarity of the information provided and to offer an assessment of the relevance and permanence of the accounting methods used to draw up the parent company and consolidated financial statements;

- ensuring the independence of statutory auditors, in particular by a review of the break down of the fees paid by the Group to them as well as to the network to which they may belong and by imposing the prior approval of all assignments that do not fall within the strict legal framework of a statutory audit, but which may be the consequence of, or supplement to the same, all other assignments excluded; implementing the procedure for selecting the statutory auditors and submitting an opinion to the Board of Directors concerning their appointment, the renewal of their mandate and their remuneration;

- examining the work programme of the statutory auditors and, more generally, ensuring the monitoring of the accounts by the statutory auditors;

- offering an assessment of the quality of internal controls, in particular the consistency of measurement, surveillance and risk management systems and proposing additional action where appropriate. To that end, the Committee shall in particular:

-  review the Group’s regular internal control programme and the annual report on internal control drawn up in accordance with banking regulations, and formulate an opinion on the organisation and operation of the internal control departments;

-    review the follow-up letters sent by the French Banking Commission and issue an opinion on draft responses to these letters;

- examine the procedures for managing market and structural interest rate risks, and be consulted when the limits for these risks are set;

- provide an opinion on the Group’s global provisioning policy, as well as on the specific provisions linked to substantial amounts;

- examine the annual report on the measurement and surveillance of risk drawn up in accordance with banking regulations;

- review the policy concerning risk management and the monitoring of off-balance sheet commitments in light of the memoranda drafted to this end by the Finance Department, the Risk Department and the statutory auditors.

The Compensation Committee is composed of 4 directors (3 of whom are independent) and chaired by Mr Jean Martin FOLZ : Mr Michel CICUREL, Mr Luc VANDEVELDE and Mr Anthony WYAND

The Compensation Committee:

a) proposes to the Board the policy governing and criteria for determining the compensation of the company’s Chief Executive Officers in accordance with the principles set out in the AFEP-MEDEF Corporate Governance Code. This includes the configuration and amount of compensation, including benefits in kind, welfare or retirement benefits, as well as any other remuneration received from Group companies. The Committee ensures that these criteria are correctly applied;

b) prepares the annual performance appraisal of the company’s Chief Executive Officers;

c) submits a proposal to the Board of Directors for the stock options policy and formulates an opinion on the list of beneficiaries;

d) prepares the decisions of the Board relating to the employee savings plan;

e) advises the Board on the proposals submitted by the Group's executive management with respect to its compensation policy, notably as regards those working in the financial markets, and ensures that the said principles are effectively implemented by the Group’s executive management. It also ensures that, in accordance with professional standards, the executive management has effectively consulted with the Group’s risk and compliance functions in defining and implementing said policy and that the opinions of the latter have been taken into account;

f) reviews the compensation policy for those working in the financial markets at least once a year, and checks that the report submitted by the Group's executive management complies with regulation 97-02 and is consistent with the applicable professional standards. The Committee is provided with all of the information needed to carry out its duties, notably the annual report submitted to the French Banking Commission, and any individual compensation that exceeds the threshold it has defined. It is also able to draw upon the assistance of the Group’s internal control function or outside experts as it sees fit. It reports to the Board of Directors on its work and may perform the same function for all consolidated Group companies or subsidiaries under inspection by the Banking Commission;

g) gives the Board of Directors its opinion on the section of the annual report that deals with these issues and draws up a yearly report on its activities to be included in the same report once approved by the Board of Directors.

It is made up of at least three Directors, who may not be senior officers of the company or members of the Audit, Internal Control and Risk Committee. Moreover, the Vice-Chairman excluded, they may not be linked to the company or one of its subsidiaries by an employment contract.

Composed of the Chairman of the Board, Mr Frédéric OUDEA, and the members of the Compensation Committee and Chaired by Mr Jean-Martin FOLZ

This Committee is assigned the task of submitting proposals to the Board Directors for the nomination of Directors and for the appointment of successors to the Chief Executive Officers, especially where a position becomes vacant unexpectedly.

It proposes the nomination of Board committee members and may propose the nomination of a Vice-Chairman.

The Committee carries out preparatory work for examination by the Board of Directors on corporate governance issues. It is responsible for the evaluation of the performance of the Board of Directors, which is carried out at least once every three years.

It submits a proposal to the Board of Directors for the presentation of the Board of Directors to be included in the annual report and notably the list of independent Directors.

It advises the Board on the part of the annual report governing these issues and draws up a yearly activity report which, after its approval by the Board of Directors, is included in the Group's annual report.

The Nomination and Corporate Governance Committee is informed prior to the appointment of any member of the Group’s Executive Committee and any corporate department heads who do not sit on this Committee. It is informed of the list of replacements for these senior managers.