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audit committee

Members

  • Patrick Valroff (Chairman)
  • Guillaume Pepy
  • Susan Tolson

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 2.4.1 of the Universal Registration Document.

All the Audit Committee's members are 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 reappointment at the General Meeting;
  • monitors the effectiveness of internal control and risk management systems and where applicable internal audit, as regards accounting and financial reporting procedures;
  • ensures that the Company has internal control and risk management procedures, particularly procedures for (i) risk assessment and management, and (ii) 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;
  • monitors the implementation of measures to prevent and detect corruption;
  • 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.

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 2019

During 2019, the Audit Committee met five times with an attendance rate of 100%, 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.

  • The meeting of 7 March involved a review of the impairment tests on intangible assets for the purposes of the financial statements for the year ended 31 December 2018, as well as a review of the Group's 2018 consolidated financial statements. The Committee 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 2019 and reviewed the fees of the Statutory Auditors. The Audit Committee was also reminded of the professional conduct and independence rules of the Statutory Auditors, as well as the audit approach for the year to come. The Group's risk map and internal control system were also presented to the Audit Committee.
  • On 23 July, the Committee reviewed the Group's consolidated financial statements for the first half of 2019 and was presented with the results of the internal control self-assessment.
  • The meeting of 3 October was held to present the Group's IT security processes, the follow-up to its IT security survey conducted in 2018, a status report on the Group's compliance with GRDP and a review of the Group's tax policy.
  • Lastly, at the meeting of 19 November, the Committee reviewed internal audit activities during the second half of 2019 and the audit plan for 2020. It also received a progress update on the Group's Compliance program and on disputes and claims, and was briefed on the dividend payout ratio. Lastly, the Committee reviewed the terms and conditions for re-appointing Mazars as Statutory Auditor.

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 Management Control Director, Group IT Director, Group General Counsel and Group Tax Director, as well as certain members of their teams, were asked to provide input on an as-needs basis.

Diary

Third-quarter 2020 revenue

Thursday, November 5, 2020

Arnaud Lagardère Editorial

"We achieved our objectives in 2018, delivering revenue and recurring EBIT in line with our forecasts, as in previous years. ..."
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The group's activities

Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs over 30,000 people and generated revenue of €7,211 million in 2019.

Under the impetus of the Group's General and Managing Partner, Arnaud Lagardère, in 2018, the Group launched a strategic refocusing around two priority divisions: Lagardère Publishing and Lagardère Travel Retail.

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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.