APPOINTMENTS AND REMUNERATION COMMITTEE

• Send

The Appointments and Remuneration Committee was formed on 27 April 2010 by the Supervisory Board and its main tasks, in application of its internal rules, include the following:

• to select and nominate Supervisory Board and Committee members for proposal to the Supervisory Board;
• to regularly review the independence of Supervisory Board members in the light of independence criteria defined by the Supervisory Board;
• to carry out advance assessments of potential risks of conflicts of interest between Supervisory Board members and the Lagardère group.

• to monitor, where relevant, any components of remuneration that are not paid under the agreement with Lagardère Capital & Management (which, being a related-party agreement is monitored by the Audit Committee) and may be received by Lagardère's senior executives directly from Group companies. Under current laws, this concerns share subscription or purchase options and free shares awarded;
• to propose the overall amount of attendance fees to be paid to members of the Supervisory Board and Committees as submitted to the Annual General Meeting, and the rules for determining and distributing the amount of attendance fees, in particular based on members' attendance record at meetings.

The members of the Appointments and Remuneration Committee interview the Chairman of the Supervisory Board, the Managing Partners or any other person they may choose when necessary.
The Chairman of the Appointments and Remuneration Committee reports to the Board on the work done by the Appointments and Remuneration Committee.

The Appointments and Remuneration Committee met once during 2011 in March, with an attendance rate of 100%, to examine the distribution of attendance fees and propose a new method of distribution to the Supervisory Board. It also examined the independence of each of the members of the Board. This meeting took place in the presence of the Group Secretary General.
The Appointments and Remuneration Committee had been scheduled to meet in December 2011, but the meeting was postponed to January 2012.