The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Mr Jean-Paul Agon’s term of office as a Director for a term of four years.
His term of office will expire at the end of the Annual General Meeting to be held in 2026 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Mr Patrice Caine’s term of office as a Director for a term of four years.
His term of office will expire at the end of the Annual General Meeting to be held in 2026 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews the term of office as Director of Ms Belén Garijo for a term of four years.
Her term of office will expire at the end of the Annual General Meeting to be held in 2026 and called to approve the financial statements for the previous financial year.
Explanatory statement
The terms of office of Deloitte & Associés and PricewaterhouseCoopers Audit, Statutory Auditors of the Company, are due to expire at the close of this Annual General Meeting.
It should be noted that, since the reform of the statutory audit, the maximum term of office for Statutory Auditors is twenty-four consecutive years.
In view of the term limit that would be reached for the two Statutory Auditors at the end of the certification of the financial statements for the 2027 financial year, the Audit Committee examined the situation, particularly with the objective of ensuring continuity of the audit and robust quality control mechanisms.
As a result, the Audit Committee recommended to the Board of Directors the early appointment in 2022 of a new Statutory Auditor that will work alongside one of the Statutory Auditors that has been engaged in this work since 2004, thus facilitating the transition.
The Audit Committee conducted a tender procedure during financial year 2020 to comply with the one-year period prior to the appointment of a new Statutory Auditor during which it may not perform certain services. An internal validation committee, set up by the General Management, reviewed the written applications, interviewed the various candidates, and carried out additional checks in consultation with the Audit Committee. This transparent and equitably organised selection procedure enabled the Audit Committee, after examining several proposals, to make a recommendation to the Board of Directors at its meetings on 14 October and 3 December 2020.
The Audit Committee thus recommended to the Board of Directors that it renew the tenure of Deloitte & Associés as Statutory Auditor. It also recommended the appointment of Ernst & Young, particularly in view of its practical approach based on specific examples that demonstrate a solid understanding of the Group’s activities, its centralised and digital approach, and the expertise of its teams. The term of offices would be for a period of six (6) financial years expiring at the close of the Annual General Meeting called to approve the financial statements for the 2027 financial year.
It is also noted that, since the entry into force of Law no. 2016-1691 of 9 December 2016 on transparency, fight against corruption and modernisation of economic life (the “Sapin 2” law), the appointment of a substitute Statutory Auditor is required only if the Statutory Auditor is a natural person or a sole proprietorship (Article L. 823-1, I of the French Commercial Code).
As a result, the Annual General Meeting is asked to note that the terms of office of the Beas company and of Mr Jean-Christophe Georghiou, the substitute Statutory Auditors of the Company, have expired and, in view of the proposed renewal of the term of office of Deloitte & Associés and the appointment of Ernst & Young, to decide not to renew the terms of the substitute Statutory Auditors or replace them.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors and having noted the expiration of the term of Deloitte & Associés as Statutory Auditor at the end of this General Meeting, renews its term for a period of six years. Its term will expire at the end of the Annual Ordinary General Meeting called to approve the financial statements for the financial year ending on 31 December 2027.
The Annual General Meeting notes that the term of the Beas company as substitute Statutory Auditor has expired, and votes not to renew or replace the substitute Statutory Auditor.
