The Ethics Committee reports directly to the Chairman and Chief Executive Officer. Its composition, scope of work, and procedures are described below.

Composition and Appointment of Committee Members

The Ethics Committee comprises a Chairman and four other members. The Chairman and Chief Executive Officer appoints the Chairman of the Ethics Committee. The other members are appointed, with their consent, by the Executive Committee on the recommendation of the Chairman of the Ethics Committee.

The members of the Ethics Committee are Group employees who collectively have broad experience of the Group’s different businesses and disciplines and occupy positions that guarantee the necessary independence and freedom of judgment.

Members of the Ethics Committee cannot delegate their functions to non-members of the Ethics Committee.

Each Committee member is appointed for a term of four years, unless some other provision is made, to ensure a regular turnover of Committee members.

An appointment to the Ethics Committee may only be revoked by a written decision of all other Committee members. A copy of any such decision must be addressed to the Chairman and Chief Executive Officer and to the Committee member concerned.

Scope of Work

The Ethics Committee, which reports to the Chairman and Chief Executive Officer, is responsible for general oversight of ethical issues related to the Group’s activities.

The Committee:

• Makes recommendations to the Chairman and Chief Executive Officer on all ethical issues, whether in relation to matters on which the Committee has made an independent inquiry or questions that have been submitted to it.

• Notifies the Divisions of any risk that Group activities may be contested on ethical grounds. • Ensures that the Group’s Code of Conduct is circulated and proposes any amendments it considers necessary or appropriate.

• Ensures that the procedures are in place for the Group’s employees to become thoroughly familiar with the Code of Conduct, understand its provisions and apply them.

• Assists in preparing and authorizing any specific code of conduct that may be necessary for a particular subsidiary.

• Recommends procedures for and, at its discretion, provides replies in the strictest confidence to any question Group employees may have concerning application or compliance with the Code of Conduct in specific circumstances.

• Reviews, with the business units concerned, any verbal or written communications relating to ethics in the Group and any contacts related to ethics, in particular with international, European Union, governmental and non-governmental organizations.

• Reviews, with the business units concerned, replies to any correspondence contesting the ethical standards applied in the Group or by any subsidiary.

• Advises the Group’s training departments on incorporating, where appropriate, a presentation on the Code of Conduct into training programs, in particular those for new recruits and management.

Procedures

Each Division is encouraged to inform the Ethics Committee in advance of new projects and proposed changes in an ongoing business activity that could raise an ethical issue by reason of its scope or potential impact on local communities.

The Chairman of the Ethics Committee is provided with all files submitted to the Group Management Committee. He or she also receives in advance copies of the agendas of all divisional management committee meetings and all Risk Assessment Committee meetings

He may attend meetings of the Risk Assessment Committee or designate another member of the Ethics Committee to attend.

A copy of all correspondence addressed to any of the business units calling into question the Group on ethical grounds is sent to the Ethics Committee.

The Chairman and Chief Executive Officer or any employee of the Group may request the Ethics Committee’s advice on any ethics-related matter, notably any difficulty in the practical implementation of the Code of Conduct.

The Committee, at its discretion, may address its replies exclusively to the persons requesting its advice. Its members may not reveal the identity of anyone requesting their advice and may not disclose information that would make it possible to identify them.

The Committee may also consider on its own initiative any ethics-related matters concerning the Group.

The Committee is entitled to visit any Group facility or subsidiary.

It is assisted by the Group Audit Department, with which it maintains regular contact.

Meetings of the Ethics Committee can be convened to deliberate on a given agenda by the Chairman or by a majority of its members. The Committee's decisions are taken by majority vote.

The Chairman of the Ethics Committee submits an annual report to the Executive Committee and the Board of Directors.