2022 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:

	10.5.1	10.5.2	10.5.3	10.5.4	10.5.5	10.5.6	10.6	10.7	Board’s evaluation
Xavier Huillard									Xavier Huillard Board’s evaluation Not independent
Yannick Assouad									Yannick Assouad Board’s evaluation Independent
Benoit Bazin							Benoit Bazin 10.6 √		Benoit Bazin Board’s evaluation Independent
Robert Castaigne									Robert Castaigne Board’s evaluation Not independent
Graziella Gavezotti									Graziella Gavezotti Board’s evaluation Independent
Caroline Grégoire Sainte Marie									Caroline Grégoire Sainte Marie Board’s evaluation Independent
Claude Laruelle									Claude Laruelle Board’s evaluation
Marie-Christine Lombard									Marie-Christine Lombard Board’s evaluation Independent
René Medori									René Medori Board’s evaluation Independent
Roberto Migliardi									Roberto Migliardi Board’s evaluation Not independent – Director representing employees
Dominique Muller									Dominique Muller Board’s evaluation Not independent – Director representing employee shareholders
Ana Paula Pessoa									Ana Paula Pessoa Board’s evaluation Independent
Alain Saïd									Alain Saïd Board’s evaluation Not independent – Director representing employees
Pascale Sourisse									Pascale Sourisse Board’s evaluation Not independent
Abdullah Hamad Al Attiyah, Qatar Holding LLC								Abdullah Hamad Al Attiyah, Qatar Holding LLC 10.7 √	Abdullah Hamad Al Attiyah, Qatar Holding LLC Board’s evaluation Independent

Based on these results, the Board concluded that 9 of its 12 members, or 75% 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 situations of Carlos F. Aguilar and Annette Messemer, whose appointments as Directors will be put to a vote at the Shareholders’ General Meeting of 13 April 2023, and has concluded that they both meet all the criteria qualifying them as independent.

Following the Shareholders’ General Meeting of 13 April 2023, given that the terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors will end at the close of this meeting and provided that the resolutions to renew Caroline Grégoire Sainte Marie’s term of office as Director and to appoint Carlos F. Aguilar and Annette Messemer as Directors are passed at this same meeting, 10 directors out of 11 will qualify as independent, thus 91% 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 7 February 2023, 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 2022 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 2022

The Board met nine times in 2022 (for seven ordinary meetings and two extraordinary meetings) and the average attendance rates were 95% for all meetings and 97% for ordinary meetings. Attendance rates for each director at the Board meetings held in 2022 are shown in paragraph 3.1.3, “Activities in 2022”, page 134.

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.

In 2022, all Board meetings were held in person, with some of the directors taking part remotely via videoconferencing.

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.