Integrated Annual Report FY23

FY23 activity

Over the course of FY23, the Board met nine times, with an attendance rate of 99.21%. The average length of the meetings was approximately three hours and fifteen minutes. Their main activities were to:

• approve the half-year and annual financial statements;
• review the budget;
• oversee the preparations for the Annual Shareholders’ Meeting;
• review and approve the work of the Committees;
• review presentations of the activities of the functional departments and affiliates;
• review its own functioning and that of its Committees.

Committees of the Board of Directors

The Board of Directors is assisted in its work by five specialised Committees which provide advice and recommendations for the Board’s discussions. The Strategic Committee - created and headed by Alexandre Ricard since 2015 - reviews key subjects for the Group and issues recommendations on acquisitions, divestitures and partnership projects. It studies all strategic matters of interest to the Group. The Audit Committee reviews the half-year and annual draft financial statements and monitors the Group’s cash flow and debt situation. It also assesses the Group’s risk management and internal control systems.

• 58.3 %Independent Directors
• 42.8 %non-French Directors
• 58.3 %female Directors
• 99.21 %attendance rate

The Nominations and Governance Committee proposes new Directors and reviews the composition and operation of the Board, as well as the Group’s performance and talent management policy. The CSR Committee examines, reviews and implements the Group’s CSR strategy, notably regarding decarbonisation. It monitors any relevant regulatory evolution and assesses the risks and opportunities in terms of social, societal and environmental performance. Lastly, the Compensation Committee defines the remuneration policy for the Group’s Executive Directors, proposes a general long-term remuneration policy and implements an annual plan for the allocation of options and performance shares.