REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad

16. FUNCTIONING OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES
16.3 INTERNAL RULES OF THE BOARD OF DIRECTORS AND DIRECTORS’ CODE OF CONDUCT
The Audit Committee comprises a minimum of three (3) and a maximum of five (5) members appointed by the
Board of Directors and selected from among the directors. The majority of Audit Committee members must be
selected from among the independent directors as defined above.
The Compensation Committee comprises a minimum of three (3) and a maximum of five (5) members appointed
by the Board of Directors and selected from among the directors. The majority of Compensation Committee
members must be selected from among the independent directors as defined above. The Board of Directors may
compensate members of Board committees for the work performed in the context of those committees.
The Board of Directors may set up other specialist committees whenever it deems it appropriate.
16.3.5.1 Responsibilities of the Audit Committee
The Audit Committee is responsible for:
• reviewing individual and consolidated financial statements prior to their being presented to the Board of
Directors;
• ensuring the relevance and consistency of accounting methods used in preparing the financial statements;
• verifying internal procedures for collecting and auditing information used in preparing the financial
statements;
• providing all appropriate reports and recommendations on the above, both on a periodic basis when the
accounts are closed, and as warranted by events;
• overseeing the process of selecting the Statutory Auditors and renewing their appointments, providing an
opinion on the fees requested, and submitting the results of the selection process to the Board of Directors;
and
• reviewing in detail the fees paid by the Company and the Group to the Statutory Auditors and verifying that
the portion of fees paid to each audit firm relative to its revenue is not likely to impair the Auditors’
independence.
16.3.5.2 Responsibilities of the Compensation Committee
The Compensation Committee is responsible for:
• making recommendations to the Board of Directors on the compensation and benefits to be allocated to
corporate officers;
• establishing and conducting an annual review of the rules governing the variable portion of corporate
officers’ compensation, ensuring that it is consistent with their performance assessments and the Company’s
medium-term strategy;
• defining general policies for allocating stock options, with or without discounts;
• reviewing stock option plans for the Company’s and/or Group’s corporate officers and employees; and
• providing recommendations on compensation and incentive systems for managers of the Company.
Until now, the duties provided for in the Board of Directors’ internal rules concerning the Audit Committee and
the Compensation Committee have been directly performed by the Board of Directors and have not been
formally designated.
16.3.6 Code of conduct applicable to trading in the Company’s securities
The Board of Directors’ internal rules implement Articles 222-14 and 222-15 of the General Regulations of the
AMF concerning the obligation of directors to report transactions involving the Company’s securities to the
Company on an individual basis, and the Company’s responsibility to inform the public of those trades on its
website within five trading days from receipt of such report.
Iliad – Registration Document 2007 - 93