2023 UNIVERSAL REGISTRATION DOCUMENT

Based on these results, the Board concluded that 10 of its 11 members, or 91% 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

.At the close of the Shareholders’ General Meeting of 9 April 2024, provided that the resolution to renew Benoit Bazin’s term of office as Director is passed, the proportion of directors considered independent will be maintained at 91%.

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 reassessment 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 6 February 2024, 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 2023 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 2023

The Board met seven times in 2023 (for seven ordinary meetings and no extraordinary meetings) and the average attendance rate was 100%. Attendance rates for each director at the Board meetings held in 2023 are shown in paragraph 3.1.3, ”Activities in 2023”, page 138.

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 platform allowing directors to view the documents online.

In 2023, all Board meetings were held in person, although some of the directors took 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.