AMF Sets Up A Working Group On Audit Committees

Companies listed on a regulated market are required to establish an audit committee, pursuant to the Executive Order of 8 December 2008 that transposes into French law the Directive of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts. The task of this specialised committee, acting under the responsibility of the board of directors or the supervisory board, is to monitor issues relating to the preparation and control of accounting and financial disclosures.

Notwithstanding the powers of the company's administrative, management or supervisory bodies, the committee is responsible in particular for monitoring:

the financial reporting process;
the effectiveness of the company's internal control and risk management systems;
the statutory audit of the annual and, where applicable, consolidated accounts;
the independence of the statutory auditor.

In France the DDAC Act¹ of 3 July 2008 has extended the scope of the chairman's report to cover the risk management procedures implemented by the company. The report must now give details about the procedures relating to the preparation and processing of accounting and financial information for the annual accounts and, where relevant, the consolidated accounts.

Prompted by the need to obtain a clear interpretation of this legislation and make it easier to enforce, the AMF Board has set up a working group tasked with preparing a guide to audit committees and suggesting amendments to the reference framework for internal control and risk management, drawn up by the AMF in 2007.

setting out practical guidance on the remit of the audit committee, in compliance with the Executive Order, by explaining the terminology used in the Order;

anticipating the changes to be made in order to accommodate small and medium capitalisation stocks;

The group's findings will be put out to consultation and are due to be made public in summer 2010.

Composition of the working group

Chairman: Jean-François Lepetit, AMF Board member
Vice-Chairman: Olivier Poupart-Lafarge, AMF Board member

Members

Pascale Besse, Chief Financial Officer, Solucom
Marylène Boyer, Chief Financial Officer, Thermador Group
Annie Bressac, ESCP-EAP, Internal Audit Director, Fondation d’Auteuil
Aldo Cardoso, Audit Committee Chairman, Imerys, Rhodia, and GDF-Suez
Philippe Christelle, Director of Internal Audit, Capgemini
Jean-Philippe Desmartin, analyst, Oddo
Sylvia Fonseca, Director of Internal Audit, Eiffage
Sylvain de Forges, Head of Financial Risk Management, Veolia
Jacques Fournier, representative of the listed companies department, CNCC
Laurent Guillot, Chief Financial Officer, Saint-Gobain
Philippe Jeunet, member of the executive committee in charge of the Audit and Risks department, GDFSuez
Dominique Laboureix, Director, Banking System Supervision, SGCB
Gérard Lancner, Chairman, AMRAE
Loïc Le Berre, Executive Vice President, Finance, Groupe Gorge
Michel Léger, Chairman, BDO
Xavier Maitrier, partner, head of the "Improving performance, risk management and internal control" group, PwC
Patrice Marteau, Chairman, ACTEO
Didier Martin, lawyer, Bredin Prat
Charles Paris de Bollardière, Audit Committee Chairman, Steria
Jean-Florent Rerolle, representative of the French Directors Institute (IFA)
Philippe Santi, Executive Vice President, Inter Parfums
Patrick Sayer, Chairman, Eurazeo
Louis Vaurs, Chief Executive, IFACI
Caroline Weber, General Director, Middlenext
Daniel Barlow, representative of the Justice Ministry (DACS)
Emmanuel Susset, representative of the Treasury Department

¹This statute adapts various aspects of French company law to EU law, amending Articles L. 225-37 and L. 225-68 of the Commercial Code.