Board of directors

Audit Committee

Chairman: Dominique Illien

The Committee met six times in 2024 in the presence of the Statutory Auditors. The attendance rate was 100%.

The main items of business at these meetings were:

• to review the consolidated and parent Company financial statements for the year ended 31 December 2023
• to review the financial statements for the first half of 2024
• impairment tests
• to monitor internal audit procedure:
  • to review the 2024 internal audit plan
  • to monitor the application of internal audit recommendations
  • to review the reports on internal audit assignments for the first and second halves of 2024
  • to assess internal audit of the Company
  • to revise the internal audit charter
• to monitor Statutory Auditor procedures:
  • to review the conclusions of Statutory Auditor procedures
  • to review the Statutory Auditors’ report to the Audit Committee
  • to review the drafting of key audit matters
  • to pre-approve non-audit services
• to validate the engagement budget and review the audit plan
• to review the general risk map
• to review the draft Universal Registration Document and notably the Risk factors section and the report on corporate governance
• to monitor the implementation project for the new financial information system
• to monitor the implementation project for the new human resources management system
• to review the transfer pricing policy
• to review the procedures of the Audit Committee
• to verify the coverage of assignments
• to review the CSRD Directive and the sustainability audit
• to review the cybersecurity framework
• to monitor the implementation project for the new human resources information system
• to review the Company’s IT security policy

Compensation Committee

Chairman: Emma Fernandez

The Compensation Committee met six times during the course of the year ended 31 December 2024. The attendance rate was 100%.

Among the duties performed in 2024:

• to prepare the Company officer compensation policy
• to propose the fixed and variable compensation including non- financial criteria and benefits granted to Company officers
• to verify the application of rules defined for calculating their variable compensation
• to verify the quality of the information provided to shareholders on compensation, benefits and options granted to Company officers
• to prepare the free share grant policy and verify the implementation of related plans
• to prepare decisions concerning employee savings
   

Nomination, Governance and Corporate Responsibility Committee

Chairman: Kathleen Clark

It met five times in 2024. The attendance rate was 100%

In 2021, following the review by Middlenext of its Code of Corporate Governance, the Company decided to comply with the new recommendation no. 8. In this respect, the Appointments, Ethics and Governance Committee was designated as the reference committee for social and environmental responsibility issues given the assignments already assigned to it. It was also decided to rename the Committee the Appointments, Governance and Corporate Responsibility Committee.

In 2024, its main duties were:

• to conduct the assessment of the Board of Directors’ activities
• to verify the application of rules of ethics and good governance in the Company and its subsidiaries
• to assess the status of the independent members of the Board of Directors pursuant to the Board’s decisions on this subject, particularly through the conflict-of-interest annual review procedure
• to inform and propose changes that it deems useful or necessary to support the procedures or composition of the Board of Directors and its Committees
• to assess corporate responsibility commitments, notably through an annual review of the Non-Financial Performance Statement
• to prepare the agenda of the General Meetings of 16 May 2024 and 6 December 2024
• to take into account any legal and regulatory changes during the fiscal year
• to comply with recommendation no. 5 on providing training to members of the Board and Management
• to review documents prepared pursuant to regulations and the Articles of Association
• to prepare the deliberations of the Board of Directors on workplace and wage equality
• to assess the proper performance of the Company’s internal whistle-blowing procedure; to ensure the application of the internal verification procedure for everyday and regulated agreements