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audit committee

Members at 31 December 2016:

  • Xavier de Sarrau (Chairman)
  • Nathalie Andrieux
  • François David
  • Aline Sylla-Walbaum
  • Patrick Valroff

Audit Committee members are appointed for their financial and/or accounting skills, assessed with
particular regard to their past career (positions held in general or financial management or in an audit firm), academic background or specific knowledge of the Company's business. The expertise of the members of the Audit Committee is described at length in section 7.2.3 of the Reference Document.
At 31 December 2016, all the Audit Committee's members were independent.

Main tasks

The Committee applies all of the recommendations contained in the AMF working group's report
of 22 July 2010, with the exception of those that it does not deem relevant with regard in particular
to the tasks specific to a Supervisory Board of a French partnership limited by shares (société en
commandite par actions - SCA), and thereby:

  • reviews the accounts and the consistency of the accounting methods used for the Lagardère SCA parent company and consolidated financial statements, and monitors the process for preparing financial information;
  • monitors the audit of the parent company and consolidated financial statements by the Statutory Auditors;
  • monitors the Statutory Auditors' independence;
  • issues a recommendation on the Statutory Auditors nominated for re-appointment at the General Meeting;
  • ensures that the Company has internal control and risk management procedures, particularly procedures for (i) the preparation and processing of accounting and financial information used to prepare the accounts, (ii) risk assessment and management, (iii) compliance of 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 and risk management procedures;
  • monitors the efficiency of internal control and risk management systems;
  • examines all matters pertaining to internal auditing of the Company and its activities, the audit plan, organisation, operation and implementation;
  • reviews agreements directly or indirectly linking the Group and the senior managers of Lagardère SCA: the executive corporate officers' 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 related-party agreement, is monitored regularly. The Board has delegated this task to the Audit Committee, which includes the amount of expenses reinvoiced under the contract, essentially comprising the Managing Partners' remuneration.

In application of its internal rules, the Audit Committee meets at least four times a year.
The Chairman of the Audit Committee reports to the members of the Board on the work conducted by the Audit Committee.

The members of the Audit Committee interview the Group's main senior executives when necessary, and the Statutory Auditors also present a report on their work. In addition, Audit Committee members reserve the right to interview the Statutory Auditors without Management in attendance and to consult external experts.

Main activities in 2016

During 2016, the Audit Committee met six times with an average attendance rate of 90%, it being specified that two meetings to reviewthe annual and interim financial statements were held more than fivedays before the Supervisory Board's meetings. The attendance rate was 100% for the 1 March, May, July and October meetings, and 80% forthe 3 March and November meetings.

  • The meeting of 1 March involved a review of the impairment tests on intangible assets for the purposes of the 2015 financial statements as well as a presentation of the latest updates and IT security processes implemented.
  • The meeting of 3 March was held to examine the 2015 consolidated financial statements, and to present and review the Chairman's draft report on internal control and risk management. It also reviewed relations with Lagardère Capital & Management (LC&M).
  • On 24 May, the Committee focused on the internal audit activity during the first half of 2016 and reviewed the fees of the Statutory Auditors. The professional conduct and independence rules of the Statutory Auditors were also presented to the Audit Committee, along with a review of the acquisitions carried out by the Group during the year.
  • On 28 July, the Committee reviewed the Group's consolidated financial statements for the first half of 2016 and was given a presentation on the Group's financing policy. It approved a provisional procedure for authorising engagements granted to the Statutory Auditors, pursuant to the 17 March 2016 order on audit reform.
  • On 4 October, the risk map and the results of the internal control self-assessment were presented to the Audit Committee, along with a benchmark study conducted by the Statutory Auditors on the matters dealt with by the Committee.
  • Lastly, at the meeting of 22 November, the Committee reviewed internal audit activities during the second half of 2016 and the audit plan for 2017. It was also given a report on legal disputes by the Group Legal Department.
  • When the Audit Committee reviewed the financial statements, the Chief Financial Officer gave a presentation of the Group's risk exposure and significant off-balance sheet commitments.

These meetings took place in the presence of the Chief Financial Officer, the Internal Audit Manager and the Statutory Auditors. Depending on the issues discussed, other executives and, inparticular, the Secretary General, Accounting Director, Director of Risk and Internal Control, Group Treasury and Finance Director, the Group IT Director and General Counsel, as well as certain members of their teams were asked to provide input on an as needed basis.

Arnaud Lagardère Editorial

"2016 has been a pivotal year for your Group, above all, because we maintained our growth momentum and posted excellent operating performances. ..."
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The group's activities

The Lagardère group is a global leader in content publishing, production, broadcasting and distribution, whose powerful brands leverage its virtual and physical networks to attract and enjoy qualified audiences.

The Group’s business model relies on creating a lasting and exclusive relationship between the content it offers and its customers.

It is structured around four business divisions.

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Financial information

The group's financial results, stock price, latest news, the calendar of upcoming events... Access all financial information related to Lagardère.