2023 universal registration document

2. Corporate governance

Nominations and Governance Committee
Composition Independence: 50% Number of meetings in 2023 Attendance (average 93.7%) Date of appointment to the Committee
Mr Patrice Caine (Chairman)

Mr Patrice Caine (Chairman)

Independence: 50%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors

Mr Patrice Caine (Chairman)

Number of meetings in 2023

4

Mr Patrice Caine (Chairman)

Attendance (average 93.7%)

100 %

Mr Patrice Caine (Chairman)

Date of appointment to the Committee

2018
Ms Françoise Bettencourt Meyers

Ms Françoise Bettencourt Meyers

Independence: 50%

 

Ms Françoise Bettencourt Meyers

Number of meetings in 2023

75 %

Ms Françoise Bettencourt Meyers

Attendance (average 93.7%)

2020
Mr Paul Bulcke

Mr Paul Bulcke

Independence: 50%

 

Mr Paul Bulcke

Number of meetings in 2023

100 %

Mr Paul Bulcke

Attendance (average 93.7%)

2017
Ms Sophie Bellon

Ms Sophie Bellon

Independence: 50%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors

Ms Sophie Bellon

Number of meetings in 2023

100 %

Ms Sophie Bellon

Attendance (average 93.7%)

2016

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.

2023 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;
  • Short- and medium-term projections for the composition of Board Committees and proposals;
  • Annual learning plan for the two directors representing the employees;
  • Preparation of renewals of terms of office submitted for approval to the Annual General Meeting of 23 April 2024.
Governance
  • Analysis of the 2023 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...);
  • 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 executive session held in December 2022;
  • Review of the summary results of the Board’s self-assessment;
  • Values Committee: report of activities in 2023.
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
  • Review of “Say on Climate” resolutions in 2023;
  • Analysis of stakeholders’ expectations regarding the profile of independent directors.