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3.2.2.5.Monitoring internal control and risk management

Internal control and risk management procedures are regularly reviewed to ensure that they are appropriate and aligned with the Group’s objectives, particularly in view of the risks specific to each business and the costs of performing the controls.

The main structures responsible for overseeing the internal control and risk management system are as follows:

The Audit and Risks Committee

As described in Article 6.1 of Appendix A to this report set out in section 3.2.1 above the Audit and Risks Committee carries out the following three main tasks:

a it reviews the Group’s risk management policy and ensures that adequate resources are in place;

a it is informed every year of the updates to the risk map and the results of the monitoring processes carried out for the Group’s main risks;

a it obtains assurance concerning the effectiveness of the Group’s system of internal control, by reviewing the methods used to identify risks and the organizational principles and procedures of the Internal Audit Department. It is also informed of the Internal Audit program and is given regular overviews of the assignments carried out by the Internal Audit Department.

Group Internal Control Committee

The Group Internal Control Committee comprises the Chairman and Chief Executive Officer, the President and Chief Operating Officer and other members of the Executive Committee (see list in the “Directors and corporate officers” section of this Registration Document). It also includes the Senior Vice-President, Internal Audit and the Finance Directors of the Group’s main subsidiaries. Members of the Divisional Internal Control Committees and the heads of the local Internal Audit Departments may also be invited to attend meetings of the Committee.

Corporate governance

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

3

The Group Internal Control Committee guarantees the
independence of the Internal Audit function. Its responsibilities
are to:

a validate the annual Internal Audit program for the coming year;

a review significant audit issues for the current year, in each
of the audited areas, and approve the action plans for each
audited unit;

a track changes in internal control levels within the Group;

a oversee the activities of the Internal Audit function, in terms
of audit efficiency/optimization and the adequacy of the
function’s resources.

The Group Internal Control Committee met once in 2012.

Division Internal Control Committees

Local Internal Control Committees have been set up in the
Group’s main operating divisions. Each Committee is chaired by
the Division’s Chief Executive Officer and comprises members
of the operating units and finance departments, as well as a
representative from Corporate Internal Audit. The Committees
meet at least once a year to prepare the work program for
the local Internal Audit Departments (where appropriate,
based on the instructions issued by the Group Internal Control
Committee), review the reports on the Internal Audits performed
during the period and assess the progress of previously defined
action plans.