Following the publication of the two Viénot reports in July 1995 and July 1999, France
now has a very extensive set of rules of corporate governance, promoting both efficiency
and transparency. The progress that has been achieved since 1995 is reflected in the
content of the annual reports issued by listed companies.

In April 2002, Bertrand Collomb, Chairman of AFEP-AGREF, and Ernest-Antoine
Seillière, Chairman of MEDEF, wished to assess whether there was a satisfactory match
between the expectations of investors and financial markets, on the one hand, and the body
of rules, standards and practices in respect of companies, on the other.

The working group that was set up was charged with examining the following questions:

- Improving the workings of company bodies for management or the supervision of management, in particular the audit committee;
- The adequacy of accounting standards and practices;
- The quality of financial information and communication;
- The effectiveness of internal and external controls (by auditors and regulators);
- Relations between companies and the various categories of shareholders;
- The role and independence of various other market players, such as banks, financial analysts, rating agencies, etc.

The task entrusted to the working group could not replace the ongoing role of existing
structures that address these questions, therefore the working group drew upon the work of
the MEDEF Ethics Committee, chaired by René Barbier de la Serre, as regards the major
question of the role and independence of statutory auditors.