audit committee

• Send

In application of its internal rules, the Audit Committee meets at least four times a year and its tasks include the
following:

• to review the accounts and the continuity of the accounting methods used for the Lagardère SCA parent company and consolidated financial statements, and to monitor the process for elaboration of financial information;
• to monitor the audit of the parent company and consolidated financial statements by the Statutory Auditors;
• to monitor the Statutory Auditors' independence;
• to issue a recommendation on the Statutory Auditors nominated for appointment at the shareholders' meeting;
• to ensure that the Company has internal control and risk management procedures, particularly procedures for (i) elaboration and processing of accounting and financial information used to prepare the accounts, (ii) risk assessment and management, (iii) compliance by Lagardère SCA and its subsidiaries with the main regulations applicable to them; the Audit Committee is informed of any observations and/or suggestions from the Statutory Auditors regarding these internal control procedures and examines the report of the Chairman of the Supervisory Board on internal control procedures and risk management;
• to monitor the efficiency of internal control and risk management systems; more specifically to review, as regards the internal auditing of the Company, its business activities, audit programme, organisation, operation and realisations;
• to review the agreements directly or indirectly binding the Group and the senior managers of Lagardère SCA: the Managing Partners' salaries are paid by Lagardère Capital & Management, which is bound to the Group by a service agreement. Application of this agreement, which has been approved by the Board and the shareholders as a regulated agreement, is monitored regularly as required by law. The Board has delegated the Audit Committee for this task, which among other points concerns the amount of expenses reinvoiced under the contract, essentially comprising the Managing Partners' remuneration;
• to prepare an annual summary of business over the past year for release to the shareholders (through the report of the Supervisory Board and the report of the Chairman of the Supervisory Board).

Audit Committee members are appointed for their financial and/or accounting skills, assessed with particular regard to their past career (posts held in general or financial management or in an audit firm), academic background or specific knowledge of the Company's business.

The members of the Audit Committee interview the Group's main senior managers when necessary, and the Statutory Auditors also present a report on their work.

The Chairman of the Audit Committee reports to the members of the Board on the work conducted by the Audit Committee.

The Audit Committee met six times in 2010, twice in March, and once in June, July, October and November.

All meetings were attended by all Committee members, except for the meetings of June and July when the attendance rate was 85.7%.

The first March meeting involved a review of intangible assets and impairment methods and analysis of recent
acquisitions; the second March meeting was held to examine the consolidated financial statements for 2009, and for
presentation and examination of the Chairman's draft report on internal control and risk management.

In June, the Committee focused on the internal audit activity, reviewed remuneration of the Statutory Auditors, and the results of the study of IT risks; finally, it examined the state of relations with Lagardère Capital & Management (LC&M).

The purpose of the July Audit Committee meeting was to examine the financial statements for the first half-year of 2010.

In October, the meeting examined the Audit Committee's role and missions in the light of the report published on 22 July 2010 by the working group set up by the AMF. The Committee noted that some of the recommendations contained in the report were already applied, and decided to apply all of them except for those not considered relevant to the tasks assigned to the Supervisory Board of a French limited partnership with shares.

It also heard a presentation of litigation and a report on risk mapping.

At the last meeting of the year in November, the agenda concerned the end of the risk mapping presentation, a review
of internal audit activities during the second half-year and the audit plan for 2011.

These meetings took place in the presence of the Chief Financial Officer, the Director of Internal Audit and the Statutory Auditors. They were also attended by the senior executives concerned by the issues on the agenda, particularly the Head of Management Control, the Central Accountancy Director, the Group's Legal Director, the Director of Risks and Internal Control, and the Head of Group Information Systems.

When the Audit Committee reviewed the financial statements, the Chief Financial Officer gave a presentation of risk exposure and significant off-balance sheet commitments.

Audit Committee members reserve the right to interview the Statutory Auditors without the Management in attendance.