2024 Universal Registration Document

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.

On this basis, the Appointments and Corporate Governance Committee submits its proposals to the Board for the selection, possibly with the assistance of an outside recruitment firm, of candidates contributing to the renewal of the Board’s composition, bearing in mind the following criteria in particular, while aiming to maintain a high proportion of independent members:

• professional experience;
• knowledge of the Group or its industry sectors;
• experience in geographical areas that are strategic for the Group;
• skills, particularly in management, acquired within large international companies, whether based in France or abroad;
• financial and accounting expertise;
• skills in the areas of CSR, digital, AI and cybersecurity;
• sufficient availability.

The Board of Directors and the Appointments and Corporate Governance Committee regularly evaluate the composition of the Board and its committees as well as the various skills and experiences each Board and committee member brings to their position. Approaches and guidelines are also identified in order to guarantee the best balance possible by aiming to ensure a complementary set of profiles from the perspective of international experience, skills and backgrounds.

3.1.6 Training of Board members

When new directors take office, they receive legal and financial information relating to the Group, which is frequently updated. They also take part in meetings with the Group’s main senior executives.

In addition, as the Group is active in multiple sectors and geographies, directors regularly receive presentations on its businesses and on the ways in which they are addressing sustainable development challenges. These are either presentations on topics relating to more than one business or presentations dealing with a specific business. They are given during Strategy and CSR Committee meetings, which all directors are welcome to attend, with access to all documentation and voting rights. The overall attendance rate for Board members at these meetings is very high (over 88%), an indication of the level of interest they generate among directors. Lastly, Board members take part in visits to operating sites and worksites. Via a specific platform, they are given access on their tablet or computer to all information necessary to perform their duties (reference documents and guides issued by the Company and specific documents made available for each meeting of the Board and of the committees of which they are members).

The Directors representing employees and the Director representing employee shareholders may dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members. They are entitled to receive appropriate training, in accordance with applicable legal provisions.

3.2 Company officers’ appointments and other positions held

The following tables detail the appointments and other positions held by:

• the Chairman and Chief Executive Officer;
• the Lead Director;
• the 11 other members of the Board of Directors;
• the individuals whose appointment as Director will be proposed at the Shareholders’ General Meeting of 17 April 2025;
• the Director whose term of office ended in 2024.