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to download the 2012 registration document. - Groupe M6

to download the 2012 registration document. - Groupe M6

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CORPORATE GOVERNANCEExpertiseAll members of <strong>the</strong> Audit Committee have <strong>the</strong> appropriate accounting and financial expertise, asevidenced by <strong>the</strong>ir past or current professional positions:Guy de PANAFIEU is deemed <strong>to</strong> have <strong>the</strong> relevant financial expertise due <strong>to</strong> his previous tenures asChief Executive Officer and Direc<strong>to</strong>r of several major international corporations and his currentposition as Senior Advisor <strong>to</strong> Crédit Agricole Corporate and Investment Bank and as a direc<strong>to</strong>r ofSANEF SA and Médica SA.Gilles SAMYN was selected by <strong>the</strong> Board for his professional experience in <strong>the</strong> financial field,acquired in particular in his capacity as Deputy CEO of <strong>the</strong> Frère Group and Compagnie Nationale àPortefeuille.Rémy SAUTTER was selected by <strong>the</strong> Board for his financial expertise acquired throughout hiscareer, in particular as former Chief Financial Officer of <strong>the</strong> Havas agency, as current Chairman of<strong>the</strong> Supervisory Board of Ediradio (RTL) and as a current direc<strong>to</strong>r of Pages Jaunes SA and currentChairman of Technicolor SA.Elmar HEGGEN holds an MBA in finance and has held a variety of finance and strategy positions,which led <strong>to</strong> his current position as Chief Financial Officer and Head of Corporate Center of RTLGroup.OperationBased on <strong>the</strong> Internal Regulations, completed with recommendations from <strong>the</strong> AMF (Final report onaudit committees, dated 22 July 2010), <strong>the</strong> Audit Committee defined its Operating Charter in July2011.The Audit Committee meets at least twice a year and has <strong>the</strong> following responsibilities:• matters relating <strong>to</strong> <strong>the</strong> moni<strong>to</strong>ring of <strong>the</strong> process of preparing financial and accounting information:- moni<strong>to</strong>ring of system architecture used <strong>to</strong> prepare both his<strong>to</strong>ric and forecast accounting andfinancial information;- review of accounting and financial information, in particular <strong>the</strong> accounting reflection ofsignificant events or complex transactions which had an impact on <strong>the</strong> financial statements;- moni<strong>to</strong>ring of <strong>the</strong> press release preparation process on publication of <strong>the</strong> full-year and half-yearfinancial statements and quarterly reporting;• matters relating <strong>to</strong> <strong>the</strong> moni<strong>to</strong>ring of internal control and risk management system efficiency:- assess <strong>the</strong> Group’s internal control systems with internal control officers;- ensure internal control and risk management systems are efficient;- moni<strong>to</strong>r how <strong>the</strong> weaknesses and malfunctions are identified and corrective actions are takenin<strong>to</strong> consideration.• matters relating <strong>to</strong> <strong>the</strong> moni<strong>to</strong>ring of <strong>the</strong> legal audit:- ensure <strong>the</strong> legal audit of parent company and consolidated financial statements is carried out by<strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs;- review <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs’ findings in order <strong>to</strong> get a better understanding of major areas ofrisk or uncertainty in <strong>the</strong> parent company and consolidated financial statements, <strong>the</strong>ir auditapproach or <strong>the</strong> difficulties <strong>the</strong>y may have encountered;- evaluate <strong>the</strong> candidates put forward for appointment as Statu<strong>to</strong>ry Audi<strong>to</strong>rs, <strong>the</strong>ir remunerationand appropriateness in light of assignments;- ensure <strong>the</strong> Alternate Statu<strong>to</strong>ry Audi<strong>to</strong>rs are effectively involved;84 - <strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT

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