The Committees are entrusted by the Board of Directors with considering specific questions (submitted by the Chairman, the Rules of Procedure or by law) and issuing an opinion on the relevant matters. The three committees currently in place each have a remit covering a specific area of expertise.
Audit Committee
The Audit Committee was formed in 1996. It is tasked with overseeing the process for preparing accounting, financial and sustainability information; verifying the effectiveness of internal control and risk management; and monitoring matters related to the statutory auditors and the auditors responsible for sustainability assurance. At 31 December 2023:
6
Number of meetings
100%
Independent directors
100%
Attendance rate
Governance, Selection and Remuneration Committee
The Selection Committee (formed in 1995) and the Remuneration Committee (formed in 1997) were merged into a single committee in 2016, initially named the Selection and Remuneration Committee. In November 2024, it was replaced by the Governance, Selection and Remuneration Committee. The Governance, Selection and Remuneration Committee gives its opinion to the Board of Directors on appointments and reappointments of directors or the CEO, on the membership of committees, as well as on the remuneration policy for corporate officers and remuneration components payable to them. It examines all matters relating to the structure, organisation, operation and effectiveness of the Board of Directors and its committees. At 31 December 2023:
7
Number of meetings
100%
Independent directors
100%
Attendance rate
Ethics, CSR and Patronage Committee
The Ethics, CSR and Patronage Committee was formed in 2001. It ensures compliance with the Group’s values and rules of conduct. It gives its opinion on patronage and sponsorship initiatives. As the Ethics, CSR and Patronage Committee is primarily responsible for examining sustainability matters, and in particular the implementation of the regulations arising from CSRD2 (the Corporate Sustainability Reporting Directive), it prepares the work of the Board in that area. It ensures that the work is properly coordinated and meets in joint session with the Audit Committee and/or the Governance, Selection and Remuneration Committee on sustainability issues falling within their respective remits. At 31 December 2023:
5
Number of meetings
100%
Independent directors
100%
Attendance rate