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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
CORPORATE GOVERNANCEMembers of the BoardNationalityAgePrincipal functionExpiry dateDate of firstwithin theofappointmentCompanyappointmentExit dateAlbert Frère* Belgian 87 Chairman 26 May 2000 2015 -Gérard Worms* French 76 Vice-Chairman 26 May 2000 2014 -Guy de Panafieu* French 70 Member 18 February 2004 2014 -Remy Sautter French 67 Member 26 May 2000 2014 -Guillaume de Posch** Belgian 55 Member 27 March 2012 2016 -Gilles Samyn* Belgian and French 63 Member 02 May 2007 2015 -Philippe Delusinne Belgian 55 Member 28 July 2009 2016 -Vincent de Dorlodot Belgian 48 Member 18 March 2004 2014 -Elmar Heggen German 45 Member 22 November 2006 2016 -Christopher Baldelli French 48 Member 03 May 2012 2015 -Delphine Arnault* French 38 Member 05 November 2009 2016 -Mouna Sepehri* French 49 Member 03 May 2012 2016Immobilière Bayard d'Antinrepresented by Catherine LenobleFrench 63 Member 03 March 2012 2015Gerhard Zeiler** Austrian 57 Member 08 March 2002 27 March 2012Jean Laurent* French 68 Member 18 February 2004 03 May 2012Andrew Buckhurst British 46 Member 07 November 2007 03 May 2012* "A member of the Supervisory Board is independent when he/she has no relationship with the Company, its Group or its management likely to compromise the exercise of his/herfreedom of judgement." (source: Code of corporate governance for listed companies of December 2008, updated in April 2010, edited by the AFEP-MEDEF)** Gerhard Zeiler, resigned his duties and was replaced by Guillaume de Posch, who was co-opted by the Supervisory Board on 27 March 2012.The Supervisory Board meets as often as required in the interests of the Company and at least once aquarter. It met five (5) times in 2012. The overall attendance rate of the members of the SupervisoryBoard is calculated for the effective period of the term of office in 2012. This rate was 87.7% and may beanalysed as follows:Members of the BoardSupervisory Board Meetings14 February 2012 27 March 2012 3 May 2012 24 July 2012 6 November 2012Albert Frère ̌ ̌ ̌ Gérard Worms ̌ ̌ ̌ ̌ ̌Guy de Panafieu ̌ ̌ ̌ ̌ Remy Sautter ̌ ̌ ̌ ̌ ̌Guillaume de Posch ̌ ̌ ̌Gilles Samyn ̌ ̌ ̌ ̌ ̌Philippe Delusinne ̌ ̌ ̌ ̌Vincent de Dorlodot ̌ ̌ ̌ ̌ ̌Elmar Heggen ̌ ̌ ̌ ̌Christopher Baldelli ̌ ̌Delphine Arnault ̌ ̌ ̌ ̌Mouna Sepehri ̌ ̌ ̌Immobilière Bayard d'Antinrepresented by Christopheř̌BaldelliImmobilière Bayard d'Antinrepresented by Catherině ̌ ̌LenobleGerhard ZeileřJean Laurent ̌ ̌Andrew Buck hurst ̌ ̌̌ Present AbsentAlbert FRERENumber of company shares held: 100.Number of company shares held by Groupe Compagnie Nationale à Portefeuille SA, which is controlledby Albert Frère: 9,154,477Biography and principal duties outside the CompanyAlbert Frère took an interest in the family business from a very early age before launching determinedlyinto industry. Along with his associates, he gained control over the entire steel industry of the Charleroiregion, diversifying production and modernising equipment. In 1981, in partnership with otherentrepreneurs, he founded Pargesa Holding (Geneva). The following year the company bought into theBruxelles Lambert SA Group (Brussels). The creation of the Pargesa-GBL Group led to an internationalbusiness diversifying into three key sectors: finance, energy/services and audiovisual communications. Heis notably a Grand Officer of the Order of Leopold (Belgium) and Grand Cross of the Legion of Honour(France).M6 GROUP - 2012 REGISTRATION DOCUMENT - 51
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