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CORPORATE GOVERNANCEAppointments and duties expiring in the course of the last five financial years- Executive Vice-President, Office of the CEO Renault-Nissan, Renault, a listed company (France)Business addressRenault13-15 quai Le Gallo92513 Boulogne-BillancourtIMMOBILIERE BAYARD D’ANTIN represented by Catherine LENOBLENumber of company shares held by the legal entity: 61,007,471.Number of company shares held by its representative: 97,930.On 23 March 2012, Immobilière Bayard d’Antin informed the Company of the replacement of itspermanent representative by Catherine Lenoble with effect from 2 May 2012.Biography and principal duties outside the Company of the individual representing the legal entityCatherine Lenoble has spent her entire career in media. Initially with RMC as Director of Sponsorship, shebecame Deputy CEO of M6 Publicité in 1987 when the channel was founded. She was appointed to theExecutive Board of Métropole Télévision in 2000, the following year she became CEO of M6 Publicité.She decided to retire in 2012.Other appointments and duties- Member of the Supervisory Board of Hexamedics SASAppointments and duties expiring in the course of the last five financial years- Permanent Representative of M6 Publicité in its capacity as Director of Paris Première SAS- Member of the Executive Board de Métropole Télévision in charge of Advertising- Chairman of M6 Créations SAS- Permanent Representative of M6 Publicité in its capacity as Director of M6 Diffusion SA, M6 ÉditionsSA, M6 Événements SA and Mistergooddeal SABusiness addressImmobilière Bayard d’Antin22 bis rue Bayard75008 Paris2.1.2. Operation of the Supervisory BoardThe Supervisory Board exercises permanent control over the management of the Company andsubsidiaries by the Executive Board and grants the latter the prior approval for transactions that it maynot perform without such authorisation, in accordance with the provisions of Article 24.3 of the bylaws.Throughout the year, the Supervisory Board performs whatever verifications and checks it considersappropriate and may call for any documents it requires to fulfil its tasks.The arrangements for operation and the main topics discussed by the Supervisory Board in 2012 arereported in the Chairman’s report, under section I.2.1.3. Committees of the Supervisory BoardThe Supervisory Board has had the following two Committees in place since it was established in 2000:- The Remuneration and Appointment Committee- The Audit Committee60 - M6 GROUP - 2012 REGISTRATION DOCUMENT
CORPORATE GOVERNANCEThe missions and arrangements for operation of these committees and specified in the Chairman’sReport, under sections 1.7 and 1.8.2.1.3.1. Remuneration and Appointment CommitteeThe Remuneration and Appointment Committee, first set up in 2000, is made up of a minimum of twoand a maximum of five members, which are selected from the members of the Supervisory Board otherthan the Chairman of the Board, of which half are selected from the independent members and theirappointment lasts for the duration of their term of office as members of the Supervisory Board.At 31 December 2012, the members of the Remuneration and Appointment Committee were thefollowing:Members of the Remuneration andAppointments CommitteeDate of firstappointmentExpiry date ofappointmentAttendance rate2012Gérard Worms *Chairman of theCommittee26 May 2000 2014 100%Guillaume de Posch Member 3 May 2012 2016 100%Gilles Samyn * Member 10 March 2009 2015 100% *** Independent member.** Attendance rate from his appointment2.1.3.2. Audit CommitteeThe Audit Committee, first set up in 2000, has a minimum of three and a maximum of five memberschosen by the Supervisory Board from among its own members other than the Chairman of the Board,including at least two (2) independent members, for the duration of their appointment as members of theSupervisory Board.At 31 December 2012, its members were the following:Members of the Audit CommitteeDate of firstExpiry date ofAttendance rateappointmentappointment2012Guy de Panafieu *Chairman of theCommittee18 February 2004 2014 100%Remy Sautter Member 26 May 2000 2014 100%Elmar Heggen Member 22 November 2006 2016 75%Gilles Samyn * Member 3 May 2012 2015 100% *** Independent member.** Attendance rate from his appointment2.2. Executive Board2.2.1. Membership of the Executive BoardThe Executive Board is appointed for a period of five years.Since 22 November 2006, it has had four members, all natural persons, aged less than 70 years,appointed by the Supervisory Board and compensated by Métropole Télévision Group.M6 GROUP - 2012 REGISTRATION DOCUMENT - 61
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M6 GROUP PRESENTATION1. M6 Group pr
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RISK FACTORS AND MANAGEMENTRISK FAC
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2012 FINANCIAL REPORT2012 FINANCIAL
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COMBINED GENERAL MEETING OF 13 MAY
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OTHER INFORMATION14. ADMINISTRATIVE
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OTHER INFORMATIONiv.Reports of the
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288 - M6 GROUP - 2012 REGISTRATION
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