• reviewing and reassessing the adequacy of the audit committee charter annually and recommending any proposed changes to the board of directors for approval;
• reviewing the annual audited financial statements and internal controls reports with management, including major issues regarding accounting and auditing principles and practices, as well as the adequacy of internal controls that could significantly affect our financial statements;
• reviewing an analysis prepared by our independent auditor of significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
• reviewing with management and our independent auditor our annual and interim financial statements prior to the filing of such financial statements with the U.S. Securities and Exchange Commission or the French Autorite des marches financiers;
• meeting periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures;
• reviewing major changes to our auditing and accounting principles and practices;
• receiving periodic reports from our independent auditor regarding our auditor’s independence, discussing such reports with our auditor, and if so determined by the audit committee, taking or recommending that the full board of directors take appropriate action to oversee the independence of the auditor;
• reviewing the appointment and replacement of any senior internal auditing executive;
• reviewing the significant reports to management prepared by the internal auditing department and management’s responses;
• meeting with our independent auditor prior to our audit to review the scope and staffing of the audit;
• reviewing with our independent auditor any problems or difficulties our auditor may have encountered in the course of the audit and any management letter provided by our auditor and our response to that letter;
• advising our board of directors with respect to our policies and procedures regarding compliance with applicable laws and regulations;
• reviewing with our legal counsel legal matters that may have a material impact on our financial statements, our compliance policies and any material reports or inquiries received from regulators or governmental agencies;
• establishing procedures for the receipt, retention and treatment of complaints received by us with regard to accounting, internal accounting controls or auditing matters and for the confidential anonymous submission by our employees of concerns about accounting or auditing matters and overseeing implementation of such procedures;
• reviewing with senior management our overall anti-fraud programs and controls; and
• pre-approving all audit, review and attest engagements and all engagements for permitted non audit services provided by our independent registered public accountants (including the fees and other terms thereof).

• reviewing and making recommendations to our board of directors with respect to compensation (including variable compensation) and benefits for executive officers and taking all related actions that are not reserved for our board;
• proposing rules for allocation of directors’ fees;
• proposing to our board of directors a global amount for directors’ fees to be proposed to our shareholders’ meeting;
• providing an opinion on our stock option plan policies and providing proposals regarding the allocation of stock options;
• obtaining information regarding the compensation policies applicable to senior management who are not executive officers; and
• reviewing any related issue that may be submitted to it, as well as proposed capital increases reserved for employees.

• checking compliance with the information obligations that our company is subject to, in particular with a view to the requirements of applicable stock exchange and financial regulations, and giving its opinion on our compliance with such obligations;
• preparing our publications and communications calendar and their model content;
• preparing and organizing analysts’ meetings;
• preparing and organizing press conferences;
• selecting the media used to publish information (press releases, electronic supports, etc.);
• making sure that the internal collection procedures and procedures for supervision of information to be made public by our company are defined, guaranteeing the reliability of such procedures, and overseeing compliance with such procedures;
• regularly assessing, under the supervision of the Chief Executive Officer and the Chief Financial Officer, the internal collection procedures and procedures for supervision of information, recommending modifications to such procedures, if any, and overseeing the implementation any modifications approved by the Chief Executive Officer and the Chief Financial Officer;
• appointing the person(s) in charge of preparing and drafting our reports and communications, who may be, at the disclosure committee’s discretion, different persons depending on the subject of the reports or communications;
• organizing the training of the persons involved in the process of communicating information about our company;
• reviewing each draft report or communication of our company, examining the information included therein and providing an opinion on the advisability of conducting additional diligence or investigations to verify such information;
• providing an opinion on the significance of any event or other information relating to our company;
• providing an opinion on the advisability of submitting the draft report or communication to the statutory auditors, to legal counsel or to any other third party expert for validation of the information included in such report or communication;
• providing an opinion on the necessity of obtaining approval from our board of directors on the content of the draft report or communication; and
• approving the procedures for publication and distribution of reports or communications that have been approved by the disclosure committee, as well as the terms and conditions of filing or registration thereof with the stock exchange authorities.

The disclosure committee may delegate to one or more of its members the powers listed above, except for the approval of the final version of our annual report (whether under form of a Document de reference in France or a Form 20-F in the United States).