The main characteristics of the Board’s membership at 31 December 2025 are summarised below:(*)
Average age
62.5
Independence (*) (**)
Gender balance (***)
Internationalisation
The average representations of independent directors and women on the Board and its committees in 2025 are shown in the table below:
| Structure | Average percentage of independent non-executive directors in 2025 | Average ratio of women to men in 2025 |
|---|---|---|
| Board of Directors |
Board of Directors Average percentage of independent non-executive directors in 2025 71.1% |
Board of Directors Average ratio of women to men in 2025 0.78 |
| Audit committee |
Audit committee Average percentage of independent non-executive directors in 2025 82.3% |
Audit committee Average ratio of women to men in 2025 1 |
| Strategy and CSR committee |
Strategy and CSR committee Average percentage of independent non-executive directors in 2025 65.2% |
Strategy and CSR committee Average ratio of women to men in 2025 0.68 |
| Remuneration committee |
Remuneration committee Average percentage of independent non-executive directors in 2025 75.0% |
Remuneration committee Average ratio of women to men in 2025 1 |
| Appointments and Corporate Governance Committee |
Appointments and Corporate Governance Committee Average percentage of independent non-executive directors in 2025 71.1% |
Appointments and Corporate Governance Committee Average ratio of women to men in 2025 1.41 |
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 2025 | At the close of the Shareholders’ General Meeting of 14 April 2026 (*) | ||
|---|---|---|---|---|---|
| Number of directors | 15 | 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, page 142). |
9/12 (*) | 75% | 8/11(*) | 73% |
| 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, in accordance with the provisions of Order 2024-934 of 15 October 2024 and of Decree 2025-744 of 30 July 2025 setting out its implementing measures, which entered into force on 1 January 2026, with the aim of transposing Directive (EU) 2022/2381 (the “Women on Boards” Directive) into French law. |
6/13(*) | 46 % | 5/12(*) | 42 % |
| International reach (number of directors who are foreign or dual nationals) | 5/15(*) | 33 % | 6/14(*) | 43 % | |
|
Directors representing: |
|||||
|
- employees |
2 | 2 | |||
|
- employee shareholders |
1 | 1 | |||
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 62.5 at 31 December 2025, at which time one of them was over 70.