to download the 2012 registration document. - Groupe M6

CORPORATE GOVERNANCE2. Corporate governanceMétropole Télévision is a public limited company governed by an Executive Board and a SupervisoryBoard.The corporate governance rules of the M6 Group conform to current French legal and regulatorystandards and recommendations issued by the various French and European institutions, specifically therecommendations of AFEP-MEDEF that constitute the Company’s code of governance.The Company also ensures it abides by recognised standards and applies the best practices in terms ofgovernance.The methods are explained in the report of the Chairman of the Supervisory Board (section 2.6 of thisdocument).2.1. Supervisory Board2.1.1. Membership of the Supervisory BoardAt the date of preparation of this report, the Supervisory Board of Métropole Télévision consisted ofthirteen members, including twelve individuals and one legal entity.At the time the majority of the terms of office of Board members was renewed on 3 May 2012, memberswere appointed for a period of 2, 3 or 4 years pursuant to Article 20.2 of the bylaws to ensure terms ofoffice are, and remain, staggered to comply with the AFEP/MEDEF recommendation on this matter. Atthe end of each of these periods, each member may be reappointed for a further term of 4 years.No member of the Supervisory Board was elected by the employees.In accordance with the rules of governance set by the Code of corporate governance issued by theAFEP-MEDEF and amended in April 2012, consolidating the Report of October 2003 and theRecommendations of January 2007 and October 2008 of AFEP-MEDEF, and pursuant to the addendumno 3 to the Agreement between the Company and the Conseil Supérieur de l’Audiovisuel, the SupervisoryBoard considered that at least one third of its members is independent after considering each of theirpositions.Therefore, six of the Board’s members are today independent as they have no relationship with theCompany, its Group or its management, of a nature to compromise their freedom of judgement, namely,- Delphine Arnault,- Mouna Sepehri,- Albert Frère,- Gérard Worms,- Guy de Panafieu, and- Gilles Samyn.The members of the Board possess great experience which they make available to the SupervisoryBoard of Métropole Télévision.In addition, it is consistent practice that any member of the Supervisory Board who has a direct orindirect interest in an issue submitted to the Board should, depending on the case:- abstain from voting on the corresponding deliberation,- refrain from attending Board meetings during the period he/she is in conflict of interest, or- resign his/her duties as member of the Board.Members of the Supervisory Board include:50 - M6 GROUP - 2012 REGISTRATION DOCUMENT