2021 UNIVERSAL REGISTRATION DOCUMENT

The results of the Board’s evaluation of each of its members with regard to the independence criteria of the Afep-Medef code are as follows:

✓ :  Condition satisfied.

x : Condition not satisfied

Based on these results, the Board concluded that eight of its 12 members, or 67% of its directors, should be considered independent, bearing in mind that, in accordance with the Afep-Medef code, the Director representing employee shareholders and the two Directors representing employees were not taken into account in this evaluation.

In addition, the Board has reviewed the situation of Claude Laruelle, whose appointment as Director will be put to a vote at the Shareholders’ General Meeting of 12 April 2022, and has concluded that he meets all the criteria qualifying him as independent.

Following the Shareholders’ General Meeting of 12 April 2022, given that Yves-Thibault de Silguy’s term of office as Director will end at the close of this meeting and provided that the resolutions to renew the terms of office of Mr Huillard, Ms Lombard, Mr Medori and Qatar Holding LLC as Directors and to appoint Mr Laruelle as Director are passed at this same meeting, nine directors out of 12 will qualify as independent, thus 75% of Board members, bearing in mind that, in accordance with the Afep-Medef code, the Director representing employee shareholders and the two Directors representing employees are not to be taken into account in this evaluation.

3.3.3 Procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis

In accordance with the provisions of Article L.22-10-12 of the French Commercial Code, at its meeting of 4 February 2020 the Board put in place a procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis.

This procedure requires the identification of any agreements that might be considered as regulated agreements because they do not meet these two conditions, their submission to the Legal Department for analysis prior to being signed, an assessment of the contractual terms of the aforementioned agreements carried out by the Legal Department with the assistance of the Finance Department, a summary table prepared by the Legal Department of agreements entered into in the ordinary course of business and on an arm’s length basis, the re-examination of these agreements at regular intervals to determine whether they continue to meet these two conditions, and a presentation given at least once a year to the Audit Committee covering the implementation of the procedure.

At its meeting of 2 February 2022, the Audit Committee noted that the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis did not result in the identification of any such agreements during the 2021 financial year.

3.4 Conditions of preparation and organisation of the work of the Board

3.4.1 Functioning and work of the Board in 2021

The Board met 11 times in 2021 (for seven ordinary meetings and four extraordinary meetings) and the average attendance rates were 96% for all meetings and 96% for ordinary meetings. Attendance rates for each director at the Board meetings held in 2021 are shown in paragraph 3.1, page 125.

All documents needed by directors to perform their duties are made available both in hard copy, for those who wish to receive them as such, and in electronic form, the latter via a specific application allowing directors to view the documents on a tablet or computer.

Directors may attend Board meetings either in person or remotely, namely using videoconferencing or audio-conferencing methods. In 2021, Board meetings were held either in person or remotely in line with the evolving public health situation due to the Covid-19 pandemic.

The Board discussed all matters of importance relating to the Group’s activities. The Executive Vice-President and Chief Financial Officer attends Board meetings. The General Counsel acts as Board Secretary.