The main characteristics of the Board’s membership at 31 December 2023 are summarised below:
Average age
61.7
Average tenure
5.9 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.
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 2023 | At the close of the Shareholders’ General Meeting of 9 April 2024(*) | ||
|---|---|---|---|---|---|
| Number of directors | 14 | 14 | |||
| At least 50% of directors deemed independent in accordance with Article 10.3 of the Afep-Medef code | The two Directors representing employees and the Director representing employee shareholders are not taken into account (see paragraph 3.3.2, pages 147 to 149). | 10/11(**) | 91% | 10/11 (**) | 91% |
| Improved gender balance (number of women on the Board) | The two Directors representing employees and the Director representing employee shareholders are not taken into account | 5/11(**) | 45% | 5/11(**) | 45% |
| International reach (number of directors who are foreign nationals or have dual nationality) | 5/14(**) | 36% | 5/14(**) | 36% | |
| Directors representing: | |||||
|
2 | 2 | |||
|
1 | 1 | |||
(*) Subject to the approval of the renewal of a director’s term of office proposed at the Shareholders’ General Meeting of 9 April 2024.
(**) Number of directors taken into account.
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 61.7 at 31 December 2023, at which time one of them was over 70.