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to download the 2012 registration document. - Groupe M6

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CORPORATE GOVERNANCE• matters relating <strong>to</strong> <strong>the</strong> moni<strong>to</strong>ring of <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs’ independence:- moni<strong>to</strong>ring of compliance by <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs with provisions relative <strong>to</strong> inconsistencies in<strong>the</strong>ir duties, as provided by <strong>the</strong>ir professional rules.In order <strong>to</strong> fulfil its mission, <strong>the</strong> Audit Committee is provided with all <strong>the</strong> <strong>document</strong>s it deems usefuland consults with all persons it deems necessary or useful <strong>to</strong> carry out its review, particularly with<strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs (including at least one meeting without <strong>the</strong> Executive Board and FinancialDepartment in attendance), <strong>the</strong> CFO and his principal assistants. A detailed file is prepared by <strong>the</strong>Company’s financial staff for each Audit Committee meeting.On this basis, <strong>the</strong> Audit Committee makes recommendations <strong>to</strong> <strong>the</strong> Executive Board regardingfinancial reporting, as well as financial, accounting or taxation issues that <strong>the</strong> company may have <strong>to</strong>face.The Audit Committee presents <strong>the</strong> conclusions of its deliberations <strong>to</strong> <strong>the</strong> Supervisory Board at <strong>the</strong>meetings <strong>to</strong> discuss <strong>the</strong> half-yearly and annual financial statements.Audit Committee meetings relative <strong>to</strong> <strong>the</strong> review of full-year and half-year financial statements arealways held between <strong>the</strong> approval of <strong>the</strong> financial statements by <strong>the</strong> Executive Board and <strong>the</strong>subsequent meeting of <strong>the</strong> Supervisory Board.The Committee met four times in <strong>2012</strong>. Its work included:• <strong>the</strong> review of <strong>the</strong> parent company and consolidated financial statements;• <strong>the</strong> review of <strong>the</strong> interim consolidated financial statements at 30 June and quarterly consolidatedfinancial statements at 31 March and 30 September;• <strong>the</strong> 2013 budget;• <strong>the</strong> review of <strong>the</strong> financial parts of <strong>the</strong> Registration Document;• <strong>the</strong> treasury position and <strong>the</strong> working capital requirements of <strong>the</strong> Group;• a follow-up of <strong>the</strong> year’s internal control assignments;• <strong>the</strong> review of <strong>the</strong> risk-mapping;• <strong>2012</strong> assignments and fees of <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs and <strong>the</strong> <strong>2012</strong>-2013 audit plan;• <strong>the</strong> review of <strong>the</strong> audiovisual rights portfolio and <strong>the</strong> various methods of recognition of audiovisualrights;• <strong>the</strong> follow-up of financial reporting.The Committee reported on its work <strong>to</strong> <strong>the</strong> Supervisory Board, which was duly noted. Minutes ofevery meeting are prepared and approved at <strong>the</strong> following meeting.The attendance rate of its members was 87.5% in <strong>2012</strong>.The Audit Committee carries out an assessment of its own operation on an annual basis by filling out<strong>the</strong> Supervisory Board’s assessment questionnaire provided <strong>to</strong> all Board members, a section ofwhich is reserved for <strong>the</strong> Audit Committee.The <strong>2012</strong> assessment highlighted that:- <strong>the</strong> Committee is able <strong>to</strong> carry out due diligence on <strong>the</strong> scope of responsibility assigned <strong>to</strong> it;- <strong>the</strong> necessary information provided <strong>to</strong> <strong>the</strong> Committee is sufficient;- free access <strong>to</strong> <strong>the</strong> Chief Financial Officer, <strong>the</strong> Statu<strong>to</strong>ry Audi<strong>to</strong>rs and Internal Audit facilitates <strong>the</strong>performance of its duties;- <strong>the</strong> necessary time is devoted <strong>to</strong> performing <strong>the</strong> various duties entrusted <strong>to</strong> <strong>the</strong> Committee.II - PRINCIPLES AND RULES GOVERNING BOARD MEMBERS’ ERS’ REMUNERATION2.1 Remuneration of Supervisory Board membersThe Board apportions <strong>the</strong> <strong>to</strong>tal amount of attendance fees set by <strong>the</strong> General Meeting of 3 May<strong>M6</strong> GROUP - <strong>2012</strong> REGISTRATION DOCUMENT - 85

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