The main characteristics of the Board’s membership at 31 December 2022 are summarised below (*):
-
Average age
61
-
Average tenure
7 years
Independence (**)
Gender balance (***)
Internationalisation
(*) In accordance with the provisions of the Afep-Medef code and the French Commercial Code.
(**) Excluding the Directors representing employees and the Director representing employee shareholders.
(***) Excluding the Directors representing employees.
As recommended by the Afep-Medef code, the Board regularly reviews its composition so as to ensure balance, particularly in terms of diversity (gender representation, age, nationalities, international profiles, expertise). The results of this policy are summarised in the table below:
| Diversity objective | Observations | At 31 December 2022 | At the close of the Shareholders’ General Meeting of 13 April 2023 | ||
|---|---|---|---|---|---|
| Number of directors | 15 | 14 | |||
| At least 50% of directors deemed independent in accordance with Article 9.3 of the Afep-Medef code | The Directors representing employees and the Director representing employee shareholders are not taken into account (see paragraph 3.3.2, pages 145 to 148). | 9/12 (*) | 75% | 10/11 (*) | 91% |
| Improved gender balance (number of women on the Board) |
The Directors representing employees are not taken into account. With effect from the Shareholders’ General Meeting to be held on 13 April 2023, the Directors representing employees and the Director representing employee shareholders will not be taken into account. |
7/13 (*) | 54% | 5/11 (*) | 45% |
| International reach (number of directors who are foreign nationals or have dual nationality) | 4/15 (*) | 27% | 5/14 (*) | 36% | |
|
Directors representing:
|
2 1 |
2 1 |
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(*) Number of directors taken into account.
(**) Subject to the approval of the appointments and renewals of terms of office of directors proposed at the Shareholders’ General Meeting of 13 April 2023.
The term of office of directors is four years. The Company’s Articles of Association provide that no one may be appointed or reappointed as a director after reaching the age of 75. In addition, no more than one-third of the directors in office at the close of the financial year for which shareholders are asked to approve the financial statements may be over 70.
The average age of directors in office was 61 at 31 December 2022, at which time two of them were over 70, including one over 75.