Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 78 2017-2018 2 Report on CORPORATE GOVERNANCE 2.3. Specialized Committees The Board of Directors consolidates its work through two specialized Committees: the Audit and Risk Management Committee and the Strategic Committee. 2.3.1. The Audit and Risk Management Committee Composition on June 30, 2018 In 2010, Vilmorin & Cie’s Board of Directors set up an Audit and Risk Management Committee, today chaired by Miriam MAES, an independent Member of the Board, and under the exclusive and collective responsibility of the members of the Board of Directors. On June 30, 2018, Jean-Yves FOUCAULT and Pascal VIGUIER were also members of this committee. Philippe AYMARD, Daniel JACQUEMOND (1) and Vincent SUPIOT (2) also participate in the meetings of this Committee, and depending on the items on the agenda, the Company’s Statutory Auditors and certain other colleagues, required for their expertise, also participate. Missions The Audit and Risk Management Committee has Internal Regulations which were adopted by the members at the Board meeting of February 23, 2010, and updated on May 4, 2017. These rules lay down its organization and functioning as a complement to the provisions in Vilmorin & Cie’s by-laws and to the decisions of its Board of Directors. The Audit and Risk Management Committee is responsible in particular for: controlling the process of preparing financial information, ensuring the efficiency of all internal control and risk management, monitoring legal control of the financial statements by the Statutory Auditors and external auditors, proposing the designation of its Statutory Auditors, their remuneration, ensuring their independence and safeguarding that their missions are carried out correctly, approving the provision of services rendered by the Statutory Auditors other than the certification of the financial statements, in accordance with applicable regulations. Main achievements in 2017-2018 The Audit and Risk Management Committee met three times during fiscal year 2017-2018, with an attendance rate of 91.67%. In particular, its work focused on: a review of the interim and annual financial statements, the internal audit plan and a half-yearly review of its implementation, a summary of the actions undertaken in terms of regulatory compliance. 2.3.2. The Strategic Committee Composition on June 30, 2018 Set up in 2010, the Strategic Committee was composed of four Members of the Board on June 30, 2017, and is currently chaired by Jean-Yves FOUCAULT. Philippe AYMARD, Mary DUPONT- MADINIER and Pascal VIGUIER are also members of this Committee. Miriam MAES, Daniel JACQUEMOND (1) and Vincent SUPIOT (2) also participate in this Committee. Missions The mission of the Strategic Committee, in particular, is to: review strategic orientations, the prospective analysis of markets and changes in the competitive environment, propose the designation of new Independent Members of the Board. Its operation is governed by Internal Regulations adopted by the members of the Board of Directors on June 30, 2017. Main achievements in 2017-2018 The Strategic Committee met once during the course of fiscal year 2017-2018, with an attendance rate of 100%. Its work mainly focused on: presentation of the mid-term plan 2017 and a retroactive analysis of the past five fiscal years in this process, consolidation operations in the agrochemicals and seeds industries, major developments in technologies and upstream R&D, development files. Given the current choice to allocate directors’ fees only to Independent Members of the Board and the specific organization of its General Management, in conjunction with its reference shareholder, Vilmorin & Cie does not currently have a formal Compensation Committee. The Board of Directors has therefore decided not to set up either a Nomination Committee or a Compensation Committee, but to deal directly with these issues in its plenary sessions. (1) Delegate CEO of Vilmorin & Cie. (2) Chief Financial Officer of Vilmorin & Cie. 2.3. Specialized Committees

RkJQdWJsaXNoZXIy NjQyNDQw