3.1.4 Changes in the composition of the Board
At the 2023 Shareholders’ General Meeting, the resolutions to renew the terms of office of Caroline Grégoire Sainte Marie as Director and of Dominique Muller as Director representing employee shareholders, as well as to appoint Carlos F. Aguilar and Annette Messemer as Directors, were all passed. The terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors ended at the close of this same meeting. At the Shareholders’ General Meeting of 9 April 2024, a resolution will be put to the vote to renew Benoit Bazin’s term of office as Director. The Board has recommended the renewal of Mr Bazin’s term of office due to his skills, his independence and his strong involvement in the work of the Board and its committees, through his service as Chair of the Strategy and CSR Committee and as a member of the Appointments and Corporate Governance Committee. At the close of the Shareholders’ General Meeting of 9 April 2024 and provided that all the resolutions put to the vote at that meeting are passed, the characteristics of the Board’s membership will be unchanged from those at 31 December 2023:
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.
The table below highlights the changes in the Board’s composition having occurred in 2023 and those that will occur in coming years:
| non-inclus | Situation at 1 January 2023 | Renewal of term of office or appointment at the 2023 SGM | Situation at 31 December 2023 | Term of office ends | |||
|---|---|---|---|---|---|---|---|
| non-inclus | 2024 SGM | 2025 SGM | 2026 SGM | 2027 SGM | |||
| Xavier Huillard | X | X | X | ||||
| Yannick Assouad | X | X | X | ||||
| Carlos F. Aguilar | - | X | X | X | |||
| Benoit Bazin | X | X | X | ||||
| Robert Castaigne | X | - | - | ||||
| Graziella Gavezotti | X | X | X | ||||
| Caroline Grégoire Sainte Marie | X | X | X | X | |||
| Claude Laruelle | X | X | X | ||||
| Marie-Christine Lombard | X | X | X | ||||
| René Medori | X | X | X | ||||
| Annette Messemer | - | X | X | X | |||
| Roberto Migliardi | X | X | ✓ | ||||
| Dominique Muller | X | X | X | X | |||
| Ana Paula Pessoa | X | - | - | ||||
| Alain Saïd | X | X | ✓ | ||||
| Pascale Sourisse | X | - | - | ||||
| Qatar Holding LLC | X | X | X | ||||
| Abdullah Hamad Al Attiyah (permanent representative of Qatar Holding LLC) | X | X | |||||
X: Elected by shareholders at the Shareholders’ General Meeting.
✓: Designated in accordance with the Articles of Association.
3.1.5 Procedure for the selection of new Board members
The Board of Directors pays great attention to the selection of its members. The Board’s composition must offer the best diversity and reflect, as much as possible, experiences in the various geographic regions where the Group operates, covering a range of technical and complementary skills and expertise, and include members fully familiar with the Group’s activities.