SUPERVISORY BOARD

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The main mission of the Supervisory Board, which is appointed by the shareholders, is to:
- carry out the permanent supervision of the management of the Company;
- ensure that the Company has the resources it needs to assess and monitor its risk exposure.
To do this, the Supervisory Board meets regularly to review the financial position and operations of the Company and its subsidiaries, the annual and interim financial statements, and the outlook for each of the Group's activities.
The Supervisory Board met six times in 2010.

• An independent Board
  Four-fifths of the Board are independent members.
  
  
• Shorter Board terms mean that the Supervisory Board is renewed more frequently while maintaining fluidity.

In 2010, the term lengths of Board members' were changed. Members are now appointed for a period of two or four years, which gives shareholders the opportunity to renew half of the Board every two years.

• The Supervisory Board has ad hoc committees allowing it to prepare and organise its work.
  

Two ad hoc committees have been set up:

- Audit Committee
The Audit Committee prepares the work of the Board in particular with respect to controlling the accounts and verifying the reliability and clarity of the information that will be provided to shareholders and the market, and with respect to monitoring the effectiveness of internal control systems and risk management procedures.
All Audit Committee members are competent in the financial and accounting fields, and more than two-thirds of the members are independent. The Audit Committee is headed by Xavier de Sarrau, an independent member.
Its operations comply with the standards of applicable regulations.
The Audit Committee met six times in 2010; most of the meetings preceded the meetings of the Supervisory Board by a few days so that the latter could be prepared efficiently.

- Appointments and Remuneration Committee
Given the increasing professionalisation and necessary diversification of the members of the Supervisory Board
(increased inclusion of women), the selection procedure has become more complex.
An Appointments and Remuneration Committee was created on 27 April 2010 to provide the Supervisory Board effective assistance in this area.
Two-thirds of the Appointments and Remuneration Committee are independent members. The Appointments and Remuneration Committee is headed by François David, an independent member.
The committee met twice in 2010.

• The scope of expertise of the Board covers the Group's main businesses, allowing a full exercice of its supervisory mission.
  

The Supervisory Board has always been committed to ensuring that its members are chosen for their skills, experience - managerial, financial, strategic and legal - and professional ethics, so as to be able to respond appropriately and fully to all the requirements needed for its role of supervision of the Lagardère group.

Entrepreneurial experience at an international level:
- Bernard Arnault, Chairman and Chief Executive Officer of LVMH;
- Raymond H. Lévy, Honorary Chairman of Renault SA;
- Javier Monzón, Chairman of Indra Sistemas;
- Didier Pineau-Valencienne, former Chairman and Chief Executive Officer of Schneider SA;
- François Roussely, Chairman of Crédit Suisse-France.

Knowledge of the financial market and of the main financing mechanisms:
- Georges Chodron de Courcel, Chief Operating Officer of BNP Paribas;
- François David, Chairman of the Board of Directors of Coface SA;
- Patrick Valroff, former Chief Executive Officer of Crédit Agricole CIB.

Legal expertise and specialists in governance issues:
- Xavier de Sarrau, Lawyer specialising in the governance and organisation of family and private groups;
- Jean-Claude Magendie, former First President of the Paris Court of Appeal.

Experience in the field of media:
- Pierre Lescure, former Chairman and Chief Executive Officer of Canal+ SA.
- Susan M. Tolson, former Senior Vice-Président of The Capital Group Companies.

Strategic expertise (in particular in new patterns of consumption) and knowledge of the world of sports:
- Amélie Oudéa-Castéra, Directrice Marque Service «Etudes» d'Axa France (translation in progress) and a former professional tennis player.

Specific expertise (labour-management relations and technical innovation):
- Martine Chêne, former CFDT Union Representative within the Group Committee;
- Christian Marbach, former Chairman of ANVAR.

Since April 2010, the Supervisory Board has been headed by Xavier de Sarrau, a lawyer specialising in governance
issues. Xavier de Sarrau is an independent member.

• Compliance with the AFEP-MEDEF Code of Corporate Governance

The Supervisory Board of Lagardère SCA strives to meet the recommendations of the AFEP-MEDEF Code of Corporate Governance, which the Company has decided to adopt.
Some examples:
- strong independence of the Supervisory Board;
- creation of committees to prepare the Board's work;
- annual self-assessment of the Board;
- terms of office less than or equal to four years;
- remuneration of Board members based on their attendance at meetings.

• List of members of the Supervisory Board

		Date of first appointment or renewal	End of current period of office
Chairman of the Board Chairman of the Audit Committee	Xavier de Sarrau Independent member of the Board (1)	10 March 2010	AGM 2014 (*)
Honorary Chairman of the Board Member of the Audit Committee	Raymond H. Lévy Non-independent member of the Board (1)	27 April 2010	AGM 2012 (*)
Member of the Board	Bernard Arnault Independent member of the Board (1)	27 April 2010	AGM 2012 (*)
Member of the Board	Martine Chêne Independent member of the Board (1)	29 April 2008	AGM 2014 (*)
Member of the Board Member of the Appointments and Remuneration Committee	Georges Chodron de Courcel Non-independent member of the Board (1)	2 May 2006	AGM 2012 (*)
Member of the Board Member of the Audit Committee Chairman of the Appointments and Remuneration Committee	François David Independent member of the Board (1)	29 April 2008	AGM 2014 (*)
Member of the Board Member of the Appointments and Remuneration Committee	Pierre Lescure Independent member of the Board (1)	29 April 2008	AGM 2014 (*)
Member of the Board	Jean-Claude Magendie Independent member of the Board (1)	27 April 2010 (**)	AGM 2014 (*)
Member of the Board Member of the Audit Committee	Christian Marbach Independent member of the Board (1)	2 May 2006	AGM 2012 (*)
Member of the Board	Javier Monzón Independent member of the Board (1)	29 April 2008	AGM 2014 (*)
Member of the Board Member of the Audit Committee	Amélie Oudéa-Castéra Non-independent member of the Board (1)	27 April 2010	AGM 2012 (*)
Member of the Board Member of the Audit Committee	Didier Pineau-Valencienne Independent member of the Board (1)	29 April 2008	AGM 2014 (*)
Member of the Board	François Roussely Independent member of the Board (1)	27 April 2010	AGM 2012 (*)
Member of the Board	Susan M. Tolson Independent member of the Board (1)	10 May 2011	AGO 2015 (*)
Member of the Board Member of the Audit Committee	Patrick Valroff Independent member of the Board (1)	27 April 2010	AGM 2014 (*)
Board Secretary	Laure Rivière-Doumenc
Mr. Bernard Mirat's resignation as member of the Board took effect on 30 June 2011
(1) Under the AFEP/MEDEF corporate governance criteria applied by the Supervisory Board. (*) Annual General Meeting to be held in the year indicated to approve the financial statements for the previous year. (**) Mr. Jean-Claude Magendie's appointment took effect on 1 May 2010. (***) Ms.Susan M. Tolson's appointment took effect on 1 July 2011