39 3. REGULATORY FRAMEWORK 4.1. GENERAL INFORMATION At 31 December 2021, the Board of Directors of CFM Indosuez Wealth had eight members, appointed by the Ordinary Annual General Meeting for a period of three years (one year for directors over 70 years old). Noboardmembers sit onCFMIndosuezWealth’sExecutive Committee. Board members are appointed for their integrity and expertise, which are assessed based on their background, knowledge and experience. The suitability of Board members is assessed on an individual and collective basis, with a view to ensuring a diverse range of talents, complementary profiles and balance. As a whole, the Board of Directors must possess the necessary skills in its key areas of responsibility. Membership requirements follow the rules set by the ACPR (French Prudential Supervision and Resolution Authority). TheBoard of Directors has three specialised committees: the Audit and Risk Committees and the Appointments Committee. On their appointment, new directors receive a welcome pack includingdocuments on thegovernanceof corporate bodies, the Bank’s charter and the audit and risk control scope. Directors receive regular training and updates. 4.2. MEMBERS • Jean-Marie Sander, Chairman of the Board and Director since 20 March 2014, • Bastien Charpentier, Director since 13 December 2017 and member of the Audit and Risk Committee, • Jean Delamalle, Director since 16 March 2010 • Catherine Galvez, Director since 12 March 2021 • Hervé Husson, Director since 07 October 2016 • Pierre Masclet, Director since 12 December 2019 • François Veverka, Director since 21 March 2017 and Chairman of the specialised Audit and Risk Committee. • Éric Vial, Director since 12 March 2020 and member of the Audit and Risk Committee 4.3. ORGANISATION 4. 3 .1 . f unc t i on i ng As a general rule, the Board of Directorsmeets four times per year and, if necessary, holds special meetings. The work of the Board is based on files prepared by its Secretary. Its meetings follow a pre-established agenda and are subject to minutes signed by the Chairman and one other director. The Board functions in accordance with the company’s articles of association and its internal rules. The internal rules set out principles and best practices of corporate governance designed to ensure the quality of Board’s work, such as obligations of confidentiality, independence, loyalty and duties in respect of inside information and conflicts of interest. Directors with a conflict of interest must report the conflict and abstain from taking part in decisions. The Board of Directors met four times in 2021. 4. 3 . 2 . s k i l l s The Board of Directors is the administrative body in charge of senior management, high-level riskmonitoring and the adequacy of the Bank's management control system. Accordingly, it dealswithmajor issues relating to strategy, general policy,management and theoversight of activities and risks. TheBoard approves the resources, organisation and planning needed to implement the strategy and general policy, based on proposalsmade by the Executive Committee, as appropriate. It is also responsible for finance, methods of accounting and financial control based on fixed objectives, the preparation of the annual activity report, the approval of the annual budget and the settingof financial objectives for the year, includingequity planning and liquidity risk tolerance. In addition, theBoard is responsible for ensuring the adequacy of resources, governance and oversight and that standards are observed (compliance).
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