Specialized committees have been established to assist the Board of Directors in the performance of its duties: the Audit Committee in 1996 and, in 2005 the Compensation and Nomination Committee and the Scientific Committee. The Committees report regularly to the Board as to the performance of their missions.
The Audit Committee is composed of four directors, each of whom is independent: Jean-Pierre Chahid Nouraï, Chairman, Odile Desforges, Laurence Lescourret and Xavier Cauchois. In compliance with the applicable regulations and its charter, the Audit Committee’s mission is to monitor matters related to the preparation and the monitoring of accounting and financial information.
The Audit Committee oversees also the relationship between the Company and its Statutory Auditors and participates in their appointment or the renewal of their mandate.
Compensation and Nomination Committee
The Compensation and Nomination Committee is composed of two independent Directors: Mrs. Laurence Lescourret, Chairman, and Mr. Soumitra Dutta. The missions and the operating rules of the Committee are defined in the internal regulation of the Board of Directors.
The Compensation and Nomination Committee’s main missions are: (i) to propose to the Board of Directors the amounts for compensation and benefits of the Chairman of the Board and the Chief Executive Officer, to set the formulas and the rules to apply for determining the variable part of their compensation, and to verify the application of these rules, (ii) to evaluate the global amount and the allocation of the directors’ fees, (iii) to propose to the Board the nomination or renewal of directors and review the independence of those who are so identified, (iv) to examine the Company’s policy for nominating, and to be informed of the compensation policy for, the executive officers, (v) to consider the employee profit‑sharing policy based on the Company’s shares, and (vi) to propose to the Board of Directors solutions in case of vacancy of the position of Chairman of the Board and of Chief Executive Officer.
The Scientific Committee is composed of three independent Directors, Mr. Soumitra Dutta, Chairman, Mr. Arnoud De Meyer and Mrs. Toshiko Mori. The Committee reviews the main directions of research and development, examines the Company’s technological achievements and makes recommendations on these matters.