FINANCIAL REPORT - Française des Jeux

Furthermore, pursuant to Article 7 of Act No. 83-675 of 26 July
1983 relating to the democratisation of the public sector, the
Board of Directors decides on the major strategic, economic,
fi nancial and technological matters of the company's activity.
The Board of Directors sets the annual budget and adopts the
parent company fi nancial statements and the annual and interim
consolidated fi nancial statements for the Group prepared by the
Finance department, after obtaining the opinion of the Audit
Committee and reviewing the work of the independent auditors,
and presents these fi nancial statements to the shareholders’
meeting. It prepares a written management report on the
Group’s operations during the previous year, its outlook,
signifi cant events after the balance sheet date and its research
and development activities.
Lastly, the Board of Directors decides on any proposals to be
made to the shareholders’ meetings, convenes these meetings
and draws up the agenda.
The head of mission of the State Economic and Financial Control
Unit (part of the Ministry of the Economy, Industry and
Employment) automatically attends meetings of the Board of
Directors, its committees and the general shareholders’ meeting.
The Chairman and Chief Executive Offi cer reports to the Board
of Directors on his activities at meetings convened by him in
accordance with the Articles of Association of la Française des
Jeux as often as the interests of the company so require it, and
at least four times a year. The Board is regularly provided with
operating reports to inform it about changes in the legal
framework of la Française des Jeux, both at the national and
European level, as well as the major commercial, legal or technical
developments that occurred during the period, based on a
management chart.
In 2010, the Board of Directors met eight times to discuss specific
matters, namely:
– adoption of the parent company and consolidated fi nancial
statements at 31 December 2009, proposed allocation of the
results, review of the management planning documents and
update on 2009 cash management
– adoption of the consolidated fi nancial statements at 30 June
2010 and review of the management planning documents
– presentation of the 2009 report on the internal control
procedures
– presentation of the work of the Audit Committee and the
Remuneration Committee
– appointment of an independent auditor proposed to the
general shareholders’ meeting
– presentation of the mapping of the major risks of the company
– approval of the games programme and marketing initiatives
for 2011; approval of the 2011 budget
– presentation of the strategic plan and business plan for 2010-
2015
– approval of the proposed partnership between Groupe Lucien
Barrière and la Française des Jeux relating to online poker
LA FRANÇAISE DES JEUX — 83
– policy trend on the Camelot acquisition project
– decisions on the Actionnariat employee fund mechanism and
funding of the cycling team in the coming years
– review of the company’s current events and its environment,
including the preparation for the opening of the online gaming
market to competition.
The rules of procedure of the Board of Directors, adopted at its
meeting of 12 June 2008, restrict the powers of senior
management by enumerating the operations that require the prior
authorisation from the Board of Directors.
1.3. AUDIT COMMITTEE
In 1999, the Board of Directors set up an Audit Committee,
selecting its members from among the company’s directors. At
present, the Audit Committee is composed of three government
representatives, including an Inspector General of Finances, who
chairs it, and one director who is a company employee. The head
of mission of the State Economic and Financial Control Unit
automatically attends meetings of the Audit Committee.
The Audit Committee is an advisory committee acting on the
authority of the Board of Directors. Its remit extends to the entire
Group.
In accordance with the rules of procedure adopted by the Board
of Directors on 12 June 2008, the Audit Committee performs the
following main tasks:
– preliminary examination of the accounting and financial
documents to be submitted to the Board of Directors, specifi cally
including the interim and annual fi nancial statements (corporate
and consolidated), fi nancial forecasts and budgets, multi-annual
plans, the management report and its appendices
– examination of the quality an d reliability of the financial
disclosures of la Française des Jeux
– examination of the relevance and permanence of accounting
standards and policies, as well as the options for closing the annual
fi nancial statements
– examination of the general risk management policy based on
a mapping of the risks
– examination of the nature and extent of off–balance sheet
commitments
– examination of changes to internal control procedures, especially
by analysing the findings of internal audit reports and the
follow-up given by the company, issuing an opinion on the annual
internal audit programmes
– supervision of the appointment or re–election procedure by
calling for proposals from independent auditors and expressing
an opinion on the choice of the aforementioned auditors, as well
as their work programme, fees and the quality of their work
– periodic review of the work of the independent auditors and
their recommendations.
The Audit Committee may also be entrusted with any other
specifi c or recurring assignment by the Board of Directors.
Furthermore, the Audit Committee may also suggest to the Board