BOARD PRACTICES 16 16.1 In accordance with French law, committees of our Board TERMS OF OFFICE OF MEMBERS OF THE of Directors only have an advisory role and can only make CORPORATE BODIES AND MANAGEMENT recommendations to our Board of Directors. As a result, decisions BODIES will be made by our Board of Directors taking into account the non-binding recommendations of the relevant board committee. The terms of office of the members of our Board of Directors and senior management can be found in Section 14.1, “Composition 16.3.1 AUDIT COMMITTEE of Management and Supervisory Bodies” of this Registration Document. Our audit committee reviews our internal accounting procedures, consults with and reviews the services provided by our Statutory Auditors and assists the Board of Directors in its oversight of our 16.2 corporate accounting and financial reporting. INFORMATION ON SERVICE CONTRACTS 16.3.1.1 Composition BETWEEN MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES AND THE The audit committee is composed of at least three members COMPANY including at least one who is particularly knowledgeable in finance and accounting and one who is independent, nominated by our To our knowledge, apart from the contract mentioned in the Board of Directors further to an opinion from the compensation paragraph below, there are no service contracts between the committee. members of our Board of Directors and us as of the date of registration of this Registration Document. The term of office of the audit committee members is renewable. On December 3, 2012, we entered into a consulting agreement The length of the term of members of the audit committee with UPMC, Le Centre Hospitalier National d’Ophtalmologie des coincides with the length of their term as a member of the Board XV-XX and Institut National de la Santé et de la Recherche Médicale of Directors. , providing for consulting services by Dr. José-Alain Sahel, The chairman of the audit committee is appointed by the members professor at UPMC, for a period of five years. Pursuant to this of the audit committee for the length of his term of office as a agreement, Dr. Sahel may only spend 5% of his working time with committee member, from among the independent directors. the Company. Dr. Sahel is entitled to monthly consulting fees of €4,000. Our audit committee is composed of Mr. Wyzga, Ms. Seiter and Bpifrance Participations represented by Ms. Corbaz. Mr. Wyzga Dr. Sahel was appointed as non-voting observer (censeur) of is the Chairman of the audit committee. Mr. Wyzga is an our Board of Directors in 2013. His term was renewed at the independent member of the Board of Directors. ordinary general meeting held on April 12, 2018 and will expire at the end of the ordinary general meeting to be held in 2021 for 16.3.1.2 Duties rulling on the financial statements for the financial year ending Under French law, the audit committee oversees matters related December 31, 2020. to the preparation and control of accounting and financial information. Our Board of Directors has specifically assigned the following duties to the audit committee: 16.3 • monitoring the process for preparing financial information and COMMITTEES OF THE BOARD OF DIRECTORS making recommendations to guarantee its integrity; Pursuant to the internal rules (règlement intérieur) of our Board • ensuring the effectiveness of the internal control and risk of Directors, our Board of Directors may create committees management systems as well as of internal audit, with regard charged with examining questions submitted to it by the Board to the procedures relating to the preparation and processing of or its chairman. accounting and financial information, without infringing on its independence; Since the listing of our shares on Euronext Paris, three such Board committees have been created: an audit committee, a • making recommendations to the Board of Directors on the compensation committee and a nominations committee. The Statutory Auditors proposed for nomination to general composition and duties of these committees are described below. meetings for appointment as well as renewal; The composition and functioning of all of our committees complies • monitoring the performance by the Statutory Auditors of their with all applicable requirements of the French Commercial Code. engagement; 166– GENSIGHT BIOLOGICS – 2017 Registration Document