2024 universal registration document

2. Corporate governance

Planned changes after the Annual General Meeting of 29 April 2025

On the recommendation of the Nominations and Governance Committee, the Board of Directors has appointed Jean Victor Meyers, Nicolas Meyers and Isabelle Seillier as members of the Nominations and Governance Committee, effective as of the close of the Annual General Meeting to be held on 29 April 2025(1).

Composition as of 29 April 2025 Independence 50% Date of appointment to the Committee
Patrice Caine (Chairman)

Patrice Caine (Chairman)

Independence 50%

Patrice Caine (Chairman)

Date of appointment to the Committee

2018

Jean-Victor Meyers

Jean-Victor Meyers

Independence 50%

 

Jean-Victor Meyers

Date of appointment to the Committee

2025

Paul Bulcke

Paul Bulcke

Independence 50%

 

Paul Bulcke

Date of appointment to the Committee

2017

Sophie Bellon

Sophie Bellon

Independence 50%

Sophie Bellon

Date of appointment to the Committee

2016

Nicolas Meyers

Nicolas Meyers

Independence 50%

 

Nicolas Meyers

Date of appointment to the Committee

2025

Isabelle Seillier

Isabelle Seillier

Independence 50%

Isabelle Seillier

Date of appointment to the Committee

2025

◆ Independence within the meaning of the criteria of the AFEP-MEDEF Code, as assessed by the Board of Directors.

2024 main activities
Composition of the Board of Directors
  • Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, combining of offices, etc.) and update of the skills matrix for Directors;
  • Short- and medium-term projections for the composition of Board Committees and proposals;
  • Induction process for Jacques Ripoll;
  • Annual training plan for the two Directors representing the employees; and
  • Preparation of re-appointments of Directors submitted for approval at the Annual General Meeting of 29 April 2025.
Governance
  • Analysis of the 2024 voting policies for investors and proxy advisors with regard to governance topics (composition of the Board, balance of powers, terms of office, independence of Directors, etc.);
  • Analysis of resolutions voted at the 2024 Annual General Meeting;
  • Examination of the independence of each Director in light of the criteria set out in the AFEP-MEDEF Code; and examination of the current agreements;
  • Review of the executive session held in December 2023;
  • Review of the summary results of the Board’s self-assessment;
  • Analysis of the 2023 reports issued by the AMF and the French High Committee on Corporate Governance; and
  • Values Committee: 2024 activity report.
Succession plans and emergency plan
  • Review of the succession plans for the purpose of ensuring the continuity of General Management and Chairmanship of the Board in the event of an unforeseen medium-term vacancy; and
  • Review of the key positions in the organisation to ensure the short-term continuity of business activities.
Regulatory updates and knowledge of market practices and expectations
  • Changes to the Board's decision-making procedures (France’s "Attractiveness Act” of 13 June 2024);
  • Regulatory developments (Women on Board Directive, etc.); and
  • Review of the 2024 General Meeting season.