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audit committee

Members (at 31 Dec. 2017)

  • 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 expert knowledge of the members of the Audit Committee is described in section 2.1.5.A of the Reference Document.
At 31 December 2017, 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 methodsused 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 executives of Lagardère SCA. Readers are reminded that the executive corporate officers' salaries are paid by Lagardère Capital & Management, which is bound to the Group by a service agreement. The appropriate 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 2017

During 2017, the Audit Committee met five times with an average attendance rate of 96%, it being specified that two meetings to review the annual and interim financial statements were held more than five days before the Supervisory Board's meetings. All members were present at the meetings in March, May, July and November, and 80% of members were present at the meeting in October.

  • The meeting of 2 March was held to examine the impairment tests carried out on intangible assets for the 2016 financial statements, to review the 2016 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 23 May, the Committee focused on the Group's internal audit activity during the first half of 2017 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, as well as the audit approach for the year to come. The Group's risk map and the results of the internal control self-assessment were also presented to the Audit Committee.
  • On 26 July, the Committee reviewed the Group's consolidated financial statements for the first half of 2017, and was given a presentation of the Group's return on equity.
  • The meeting of 5 October was held to present the Group's IT security processes and the findings of its IT security survey, along with a review of the Group's tax policy.
  • Lastly, at the meeting of 23 November, the Committee reviewed internal audit activities during the second half of 2017 and the audit plan for 2018. It also received a briefing on the challenges related to changes in European copyright regulations, the new format of the Statutory Auditors' reports, and an update on legal disputes. Lastly, the Committee was given a presentation on identifying and monitoring key personnel within the Finance 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, Internal Audit Director, Risk and Internal Control Director, and the Statutory Auditors. Depending on the issues discussed, other executives, including the Secretary General, Accounting Director, Group IT Director, Group General Counsel and Deputy Group Tax Director, as well as certain members of their teams, were asked to provide input as needed.

Arnaud Lagardère Editorial

"2017 was a good year for our Group, in which we maintained our growth momentum. ..."
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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.