to download the 2012 registration document. - Groupe M6

CORPORATE GOVERNANCEThe Board’s Internal Regulations also structure how the Committees operate, particularly in relationto the following:- composition of the various Board committees (Audit Committee and Remuneration andAppointment Committee);- the operating rules and the definition of the missions and responsibilities of the various BoardCommittees.1.5 Matters discussed by the Supervisory Board in 2012The key undertakings of the Supervisory Board during the 2012 financial year mainly concerned:- interim and annual consolidated financial statements;- the budget for the 2013 financial year;- the results for the quarters ended 31 March and 30 September 2012;- major investment projects, in particular in programmes;- the renewal of the share buyback agreement for subsequent cancellation and the treasurymanagement agreement with RTL Group;- the renewal of the authorisation given to the Executive Board to grant deposits, guarantees andsureties.The Executive Board also informed or sought the opinion of the Supervisory Board even when itsprior approval was not necessary.1.6 Self-assessment by the Supervisory BoardThe Board reviews its own modus operandi once a year at one of its meetings, using a questionnaireissued to each member to evaluate the Supervisory Board’s operating rules, which each membercompletes anonymously. An evaluation analysis is then presented to the Board.The following emerged from the review in 2012:- the Board benefits from the independence and the resources necessary to carry out its mission,- the information available to Board members is highly satisfactory, owing to the supportingdocumentation provided prior to each Board meeting, which allows members to familiarisethemselves with matters being discussed, and the attendance of Executive Board members atmeetings;- meetings are carried out efficiently and in a manner that promotes quality and fully transparentdiscussions;- the specialised Committees regularly report on their work in a comprehensive and thoroughmanner;- the key improvements highlighted relate to the delivery of studies or analyses performed by thirdparties.1.7 Remuneration and Appointment CommitteeThe Remuneration and Appointment Committee comprises three members appointed for theduration of their term of office as members of the Supervisory Board.At 31 December 2012, the Committee was chaired by Gérard WORMS and was made up of thefollowing members:- Gérard WORMS, independent member,- Gilles SAMYN, independent member,- Guillaume de POSCH.The Committee thus comprises a two-thirds majority of independent members, in accordance withthe criteria mentioned above in paragraph 1.1.As defined in the Internal Regulations, the Remuneration and Appointment Committee meets at least82 - M6 GROUP - 2012 REGISTRATION DOCUMENT