2. Activities of each Lead Director in the performance of the duties assigned to them by the Board of Directors
Period from 1 January to 17 April 2025
During this period, Yannick Assouad performed her role as Lead Director in accordance with the Board’s internal rules. She thus chaired two meetings of the Appointments and Corporate Governance Committee as well as the Board meeting of 6 February 2025, which the Chairman and Chief Executive Officer did not attend, the aim of which was to evaluate the performance of the Executive Management.
In addition, Ms Assouad:
- took part in a number of meetings with the Chairman and Chief Executive Officer to prepare the change in governance and the separation of roles;
- had frequent contact with Board members;
- participated in governance roadshows organised for French and foreign investors and proxy advisers, during which the subject of the change in governance was discussed at length.
Period from 17 April to 31 December 2025
Subsequent to her appointment as Lead Director by the Board of Directors on 17 April 2025, Annette Messemer chaired two meetings of the Appointments and Corporate Governance Committee.
In accordance with her role, Ms Messemer’s activities during the period included those presented below, which are grouped into two main areas:
Corporate governance and appointments
- Ms Messemer served as Chair of the Appointments and Corporate Governance Committee, which focused its work on changes in the composition of the Board and succession plans.
- She organised and steered the process for the formal, three-yearly assessment of the Board’s performance and effectiveness, which was entrusted to an outside firm of consultants and took place between July and October 2025. This assessment, which was conducted in an independent and rigorous manner, focused on the composition, organisation and functioning of the Board and its committees as well as transition management and decision-making processes within the Board. It followed structured guidelines for the individual interviews with Board members. The presentation of the firm’s findings gave rise to constructive exchanges and helped identify opportunities for continuous improvement (for more details on the assessment of the Board of Directors, see page 149 of the Universal Registration Document).
- Ms Messemer supervised the process for the selection of directors representing employees and employee shareholders, which involved verifying the organisation of the timetable, the consistency of the eligibility criteria and the suitability of procedures for coordination with internal stakeholders.
Relations with the Board and senior management
- Ms Messemer had frequent exchanges with the Chairman of the Board, the Chief Executive Officer and the members of the Group’s Executive Committee.
- She maintained ongoing dialogue with the other Board members in order to ensure the fluidity of exchanges and the effectiveness of the work of the Board.
Ms Messemer will present the report to the shareholders on the activities of both Lead Directors during the 2025 financial year at the Shareholders’ General Meeting of 14 April 2026.
It should be noted that at one Board committee meeting during the year, a director and member of that committee brought the latter’s attention to a potential conflict of interest regarding an item of business before that meeting and immediately left the meeting to avoid taking part in discussions or decisions on the matter, pursuant to Article 4.6.2 of the Board’s internal rules.
As a result of their work, Ms Assouad and Ms Messemer concluded that the governance bodies functioned normally and satisfactorily in 2025. Consequently, they did not find it necessary to ask the Chairman to call a Board meeting to deliberate on a specific agenda.
