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to download the 2012 registration document. - Groupe M6

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CORPORATE GOVERNANCE- no family connection between any members of <strong>the</strong> Executive Board and of <strong>the</strong> Supervisory Board;- no potential conflict of interest, as regards <strong>the</strong> issuer between <strong>the</strong> duties of any member of <strong>the</strong>Executive Board or <strong>the</strong> Supervisory Board and <strong>the</strong>ir own private interests and o<strong>the</strong>r duties;- no arrangement or agreement concluded between any member of <strong>the</strong> Executive Board or of <strong>the</strong>Supervisory Board and any of <strong>the</strong> major shareholders, clients or suppliers;- no service contract between any member of <strong>the</strong> Executive Board or Supervisory Board of MétropoleTélévision and any of its subsidiaries.In relation <strong>to</strong> <strong>the</strong> restrictions in trading in Company securities implemented by <strong>the</strong> members of <strong>the</strong>Executive Board and <strong>the</strong> Supervisory Board, <strong>the</strong> Supervisory Board has decided, on <strong>the</strong> recommendationof <strong>the</strong> Remuneration Committee, <strong>to</strong> implement <strong>the</strong> following rules:- a minimum holding of 100 shares by each member of <strong>the</strong> Supervisory Board during <strong>the</strong>ir term of office;- a ban on trading in <strong>the</strong> Company’s shares during periods <strong>to</strong> be defined annually by <strong>the</strong> Executive Board<strong>to</strong> prevent insider trading (no-trade periods are listed in section 2.3.2.1 of this <strong>document</strong>).Rules applicable <strong>to</strong> transactions performed on financial instruments by Board members:The rules governing transactions on financial instruments by Board members are detailed in <strong>the</strong>Company’s Ethics Charter.These rules state that by reason of <strong>the</strong> nature of <strong>the</strong>ir position and <strong>the</strong>ir duties, <strong>the</strong> Board members of<strong>M6</strong>, namely <strong>the</strong> members of <strong>the</strong> Executive Board and <strong>the</strong> Supervisory Board, may have access <strong>to</strong>privileged information. Privileged information means particular non-public information, directly or indirectyrelating <strong>to</strong> one or several issuers or one or several financial instruments, which, if it became publicknowledge, might affect <strong>the</strong> price of <strong>the</strong> <strong>M6</strong> share (revenue, performance, proposals of every kind, etc.).The rules prohibit Board members from using such information on <strong>the</strong> financial market, ei<strong>the</strong>r for <strong>the</strong>irown account or for any o<strong>the</strong>r, whe<strong>the</strong>r directly or through a third party, by buying or selling shares orfinancial products linked <strong>to</strong> <strong>the</strong>se shares. They must abstain from communicating privileged informationfor any o<strong>the</strong>r purpose or activity than that for which it is held. This also applies <strong>to</strong> privileged informationconcerning <strong>the</strong> ordinary business of <strong>the</strong> Company or <strong>the</strong> preparation or execution of any financialtransaction.Pursuant <strong>to</strong> current regulations, Board members are subject <strong>to</strong> <strong>the</strong> declaration requirements relating <strong>to</strong>transactions in shares and restrictions relating <strong>to</strong> trading periods.PRIN CIPAL AU D ITORSErnst & Young et Autres2.5. Statu<strong>to</strong>ry Audi<strong>to</strong>rsPricewaterhouseCoopers AuditALTE RNATE AU D ITORSAUDITEXEtienne BORISBruno PERRINMarc GHILIOTTIAddressTour First, 1, place des Saisons92400 Courbevoie63, rue de Villiers92208 Neuilly sur Seine CedexTour First, 1, place des Saisons92400 Courbevoie63, rue de Villiers92208 Neuilly sur Seine CedexD ate of firstappointmentLast year offinancialinstruments<strong>to</strong> be auditedE xpiry date ofappointment2002 2013 AGM 20142008 2013 AMG 20142008 2013 AGM 20142008 2013 AGM 2014The two Principal Audi<strong>to</strong>rs are members of <strong>the</strong> Compagnie Régionale des commissaires aux comptes deVersailles.<strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT - 77

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