Derichebourg // 2020-2021 Universal Registration Document

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Board of Directors’ report on corporate governance Specialized committees

Specialized committees 4.3

Audit Committee 4.3.1 The Board is assisted by an Audit Committee composed of four directors, of whom three are independent directors. The Audit Committee consists of Mr. Bernard Val, (Chairman), Mrs. Françoise Mahiou, Mrs. Catherine Claverie and Mr. Boris Derichebourg. At the request of the committee members, executive corporate officers may be invited to attend committee meetings as guests, depending on the issues examined. The Audit Committee fulfills the duties assigned to it in Article L. 823-19 of the French Commercial Code. The Audit Committee oversees matters relating to the preparation and auditing of accounting and financial information, in particular: the preparation and disclosure of financial information, in particular through examination of the scope of consolidated companies; the effectiveness of the internal control and risk management systems, their deployment and the implementation of corrective actions where appropriate; the audit of annual financial statements and, if applicable, of consolidated financial statements by the Statutory Auditors; the skills and independence of the external experts on which the Group relies. In this context, it is the committee’s mission to: examine the scope of consolidation and the draft consolidated and corporate financial statements and related reports that will be submitted to the Board of Directors for approval, accounting methods adopted for the preparation of consolidated or corporate financial statements, as well as the appropriate treatment of significant transactions at the Group level; oversee the choice of the consolidation guidelines, the relevance and permanence of the accounting methods adopted for the preparation of the consolidated or corporate financial statements, as well as the appropriate treatment of significant transactions at the Group level; verify with General Management that all legal and financial communications with the stock market authorities are duly completed; assess the degree of satisfaction of the Statutory Auditors with the quality of the information received from the Company’s departments in the performance of their assignment and to gather management’s comments on the degree of sensitivity of the Statutory Auditors to the Group’s business and its environment;

examine any information brought to its attention concerning the operations and transactions of the Company that raise an ethical problem and with regard to transactions that, depending on their nature and the person involved, would result in a conflict of interest; ensure that major risks are identified, managed, and reported to it. To this end, it examines the internal control and risk management systems and internal audit program, monitors its progress and the results of the action plans, and informs the Board of improvements that have been or have yet to be made; give an opinion on the appointment or renewal of the Statutory Auditors; ensure the independence and objectivity of the Statutory Auditors. During the past fiscal year, it held two meetings by videoconference, on December 2, 2020 and May 19, 2021 with a participation rate of 100%. The main topics examined by the committee in 2020-2021 were the following: review of the consolidated financial statements as at September 30, 2020 and the Statutory Auditors’ supplementary report to the Audit Committee; advice and recommendations to the Board of Directors on the draft Universal Registration Document; proposed incorporation of a captive reinsurance company; review of the half-year consolidated financial statements ended March 31, 2021; French Financial Markets Authority conclusions on the review of the Universal Registration Document for 2020; analysis of the evaluation of the work of the Board of Directors and its committees. At the end of the General Meeting of January 27, 2022, the Board of Directors will review the composition of the specialized committees and in particular the appointment of a new Chairman of the Audit Committee.

DERICHEBOURG 2020/2021 Universal Registration Document 108