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

The Committee is responsible for:

• reviewing the draft financial statements before they are submitted to the Board, notably with a view to verifying how they were prepared and ensuring the relevance and consistency of the accounting principles and methods applied;
• reviewing the choice of methods and rules used in the preparation of the consolidated accounts;
• reviewing the consistency of procedures put in place to ensure proper internal control of operations, risk management and compliance with the corporate ethical policy;
• managing the process for selecting the Statutory Auditors and providing the Board with an opinion on the appointment or renewal of the Statutory Auditors, as well as on their remuneration;
• ensuring that the Statutory Auditors remain independent and examining the work schedule of the Statutory Auditors;
• examining the Group's internal audit schedule and the annual report on internal control drawn up in accordance with banking regulations, and formulating an opinion on the organization and functioning of the internal audit departments;
• examining follow-up letters sent by the French Banking Commission and issuing an opinion on draft responses.

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:

• draws up and submits to the Board the criteria for determining the remuneration of the chief executive officers, including benefits in kind, insurance and pension benefits, as well as any compensation received from Group companies; it ensures these criteria are properly applied, in particular the rules governing performance-linked bonuses;
• advises the Board on the policy for awarding stock options, and formulates an opinion on the list of beneficiaries;
• is kept informed of the Group's compensation policy, in particular that applicable to the chief executive officers.
• prepare the annual appraisals of chief executive officers and meets with the Group's outside directors to discuss these appraisals;
• prepare Board decisions regarding employee savings schemes.

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

The Nomination Committee makes proposals to the Board for the appointment of new Board members and for the replacement of chief executive officers, especially in the event of an unexpected absence.

The Nomination Committee prepares the Board of Directors' review of issues pertaining to corporate governance. It carries out the appraisal of the Board of Directors and submits proposals concerning the presentation of Board members in the Registration Document, notably as regards the list of independent directors. It makes proposals to the Board regarding its composition, after carrying out any necessary inquiries. The Nomination Committee is informed prior to the appointment of any member of the Group's Executive Committee and any head of a corporate department who does not sit on this Committee. It is also informed of the list of replacements for these senior managers.