2022 Universal Registration Document

Nominations and Governance Committee

Composition	Independence: 50%	Number of meetings in 2022	Attendance (average 100%)	Date of appointment to the Committee
Ms Sophie Bellon (Chairwoman)	Ms Sophie Bellon (Chairwoman) Independence: 50%◆	Ms Sophie Bellon (Chairwoman) Number of meetings in 2022	Ms Sophie Bellon (Chairwoman) Attendance (average 100%) 100%	Ms Sophie Bellon (Chairwoman) Date of appointment to the Committee 2016
Ms Françoise Bettencourt Meyers	Ms Françoise Bettencourt Meyers Independence: 50%	Ms Françoise Bettencourt Meyers Number of meetings in 2022 4	Ms Françoise Bettencourt Meyers Attendance (average 100%) 100%	Ms Françoise Bettencourt Meyers Date of appointment to the Committee 2020
Mr Paul Bulcke	Mr Paul Bulcke Independence: 50%	Mr Paul Bulcke Number of meetings in 2022	Mr Paul Bulcke Attendance (average 100%) 100%	Mr Paul Bulcke Date of appointment to the Committee 2017
Mr Patrice Caine	Mr Patrice Caine Independence: 50%◆	Mr Patrice Caine Number of meetings in 2022	Mr Patrice Caine Attendance (average 100%) 100%	Mr Patrice Caine Date of appointment to the Committee 2018

◆ Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors.

The Chairman of the Board of Directors and Chief Executive Officer may attend Committee meetings with the exception of items on the agenda that concern them directly.

CHANGES FOR 2023

On the recommendation of the Nominations and Governance Committee, the Board of Directors decided that Patrice Caine would replace Sophie Bellon as Chair of this committee at the close of the Annual General Meeting of 21 April 2023.

2022 main activities

Composition of the Board

Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, combining of offices etc.) and update of the skills matrix for Directors;
Update on the term of office renewals that are subject to the approval of the Annual General Meeting of 21 April 2023;
Review of the arrangements for renewing the terms of office of the two Directors representing the employees;
Onboarding and training of the two new Directors representing the employees;
Reflection on the composition of the Board Committees and proposals.

Governance

Analysis of the 2022 voting policies of investors and proxy advisors with regard to governance topics (composition of the Board, balance of powers, terms of office, independence of Directors etc.);
Guide for new Directors representing the employees: review of the draft document drawn up with the assistance of Directors representing the employees who have completed their term of office;
Examination of the independence of each of the Directors in light of the criteria set out in the AFEP-MEDEF Code;and examination of the current agreements.
Review of the summary results of the Board’s self-assessment;
Analysis of the 2022 reports of the French Financial Markets Authority - AMF and the Haut Comité de Gouvernement d’Entreprise (High Committee on Corporate Governance);
Values Committee: review of activity in 2022;
Proposal to the Board regarding the organisation of the executive session of December 2022.

Succession plans and emergency plan

Review of the succession plans for the purpose of ensuring the continuity of General Management and Chairmanship of the Board in the event of an unforeseen vacancy in the medium-term;
Review of the key positions in the organisation from the perspective of ensuring the continuity of business activities(in the short-term).

Regulatory updates and knowledge of market practices and expectations

Draft European Directive on Corporate Sustainability Due Diligence;
Extension of the statutory remit of the Board of Directors in connection with the activities of sociétés anonymes (public limited companies)⁽¹⁾;
Update of the Application Guide for the AFEP-MEDEF Corporate Governance Code for listed companies (March 2022);
Government report on Directors representing employees;
Anticipated changes to European regulations (EFRAG, Women on Boards Directive etc.).

(1) Article 6 of Act no. 2022-296 of 2 March 2022 aiming to democratise sport in France.