SOLOCAL_Registration Document_2017

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FINANCIAL STATEMENTS 6.2 Annual financial statements for the financial years ended 31 December 2016 and 2017

procedures and specifying and implementing procedures that are specific to each business line, in accordance with the entity’s organisation, culture, risk factors and operational characteristics.

INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

XV.

2 The internal control environment

1. Internal control and risk management guidelines, objectives and scope 1.1 Internal control and risk management guidelines In order to achieve its objectives, SoLocal Group has set forth and implemented general guidelines for internal control that are largely based on the guidance published in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and on the AMF’s internal control framework and recommendations. The following description of SoLocal Group’s internal control and risk management procedures is based on this framework. The assessment made for this purpose was carried out in accordance with the key points of this framework and its implementation guidance. It also takes into account the work of IFACI, the French Internal Control and Audit Institute. 1.2 Internal control definition and objectives Internal control at SoLocal Group is a set of processes and measures that are defined by senior management, implemented by Group employees and which serve to meet the following objectives: compliance with the applicable laws and regulations in force, l both within and outside SoLocal Group; observance of the Board of Directors’ instructions and l guidelines; prevention and control of operational risks, financial risks and l the risk of error and fraud; optimisation of internal processes by ensuring that operations l are effective and that resources are used efficiently; the quality and accuracy of accounting, financial and l management information. These principles are underpinned by: a policy that fosters the development of an internal control l culture; the identification and analysis of risk factors that could l compromise the achievement of the Group’s objectives; an organisation and procedures designed to ensure the l implementation of senior management’s strategies; the periodic review of control activities and a continuous effort to l improve; a process for distributing internal control information. l However, as with any control system, the rules and principles implemented cannot provide absolute assurance that all risks will be eliminated or controlled. 1.3 Internal control scope The procedures described below apply to all SoLocal Group subsidiaries. The internal control measures employed within each entity (i.e. department or subsidiary) involve implementing the Group’s

2.1 Rules of conduct and ethics applying to all employees

SoLocal Group’s growth is underpinned by the values and principles of its Professional Ethics Charter. These values and principles are intended to serve the interests of its customers, shareholders and employees and the communities and countries in which it operates, while protecting the environment and the needs of future generations. These values and principles are aligned with such fundamental and universal principles as those of the Universal Declaration of Human Rights, those set forth in International Labour Organization agreements (in particular regarding the prevention of child and forced labour) and those of the OECD (most notably in relation to efforts to fight corruption). They also address our commitments in other areas, such as sustainable development. These values and principles guide the actions of SoLocal Group and its subsidiaries and provide a framework for all employees, regardless of their position and duties. It is thus everyone’s responsibility, and especially that of Group and subsidiary senior managers, to observe and promote these values and implement these principles. These rules, presented on the SoLocal Group website at www.solocalgroup.com and on the Group intranet, cover the following: the Group’s values; l the principles that underlie Group actions that may affect l customers, shareholders, employees, suppliers, competitors or the environment; the principles that guide individual behaviour and which serve to l ensure good relationships with customers and suppliers, protect Group assets, compliance with Group rules and values, prevent conflicts of interest and ensure ethical stock trading. In addition to the Professional Ethics Charter, a Securities Trading Code of Conduct has also been drafted to deal specifically with stock-trading issues. It informs the employees and Directors of Group companies of the rules and principles that govern the trading of securities, of the need to comply scrupulously with these rules, and of the various preventive measures that SoLocal Group has implemented to enable all employees to invest securely in the listed securities of Group companies. In this context, and to reduce risks, SoLocal Group ensures that all of its employees whose work involves sensitive information sign a confidentiality agreement, particularly when they work with people outside of the Group who may not be bound by a confidentiality obligation under their own rules of professional ethics. Accordingly, any permanent or occasional insider who has doubts or questions about selling or purchasing the securities of a Group company, or about the nature of the information that he or she can disclose, must consult his or her manager or the Chairman of the Group’s Ethics Committee, or if applicable, the Ethics Committee of their specific company. If they are a Director, they must contact the Chairman of the Board of Directors.

216 2017 Registration Document SOLOCAL