• All members are non-executive directors, a majority of whom are independent;
  • The members must fulfill the competency criterion by virtue of the training and the experience they gained in previous functions (see section 3.1.1. regarding the composition of the Board of Directors);
  • The secretary is a member of the Group’s internal legal department.


  • Six in 2018, including four before the Board meetings scheduled to consider the publication of periodic results (quarterly, semiannual and annual);
  • Meeting attendance was 94.4%.


  • Review and consider reports from the Chief Financial Officer, the head of the Group Internal Audit, and the auditor in charge of the external audit (Deloitte, represented by Mr. Michel Denayer); 
  • During the period under review, the Audit Committee reviewed the independence and effectiveness of the external auditor, Deloitte. Considering the recent audit partner rotation as well as evaluating the proposals brought forward to the Audit Committee, the Board, upon the recommendation from the Audit Committee is recommending that Deloitte’s mandate be renewed for another year at the General Shareholders’ Meeting of 2019;
  • Examine the quarterly report by the Group General Counsel on significant ongoing legal disputes and reports on tax and intellectual property disputes;
  • Meet with the auditor in charge of the external audit whenever such a meeting is deemed useful;
  • Meet once a year with the Chairman of the Executive Committee and CEO (Mr. Jean-Pierre Clamadieu); all other Board members are invited on that occasion to discuss the major risks facing the Group;
  • Monitor and assess risk exposure as well as the effectiveness of internal controls and mitigation plans.