Integrated Annual Report 2024

Audit and Accounts Committee

Three members

• Ensures the integrity of the process used to prepare financial information; reviews the financial statements and the accounting methods used;
• Verifies the existence and functioning of control organizations and procedures used to identify and manage risks, including sustainability risks, relying upon the work of the Environment and Society Committee;
• Monitors the organization of the internal audit function;
• Monitors the sustainability information preparation process, including the double materiality review process implemented to determine the information to be published in accordance with applicable sustainability reporting standards;
• Monitors the execution by statutory auditors and sustainability auditors of tasks relating to certification of the financial statements and sustainability information.

Environment and Society Committee

Three members, including one Director representing the employees

• Examines the Group’s sustainability strategy and commitments;
• Monitors the Group’s sustainability actions and their deployment, as well as the actions engaged by the Foundation;
• Examines the sustainability risks in liaison with the Audit and Accounts Committee;
• Monitors the Group’s material sustainability issues and associated sustainability Impacts, Risks and Opportunities (IRO);
• Examines the Group’s annual consolidated sustainability information published by the Company;
• Examines the Vigilance Plan and monitors its implementation within the Group;
• Reviews the Group’s extra-financial ratings.

The members of the Environment and Society Committee and the members of the Audit and Accounts Committee meet at a joint session at least once a year. This session is an opportunity for the two Committees to work together, notably to review risks and carry out the new tasks assigned to them under the European Union's Corporate Sustainability Reporting Directive No. 2022/2464.

Remuneration Committee

Three members, including one Director representing the employees

• Examines the performance and all the components of remuneration for the Corporate Officers;
• Examines the remuneration and retirement policy applied to Executive Management and in particular to the Executive Committee;
• Examines the proposals by the Executive Management concerning the granting of stock options, performance shares, and other incentive systems related to the share price;
• Proposes to the Board of Directors the allocation of the fixed annual sum awarded to the Directors by the General Meeting.

Appointments and Governance Committee

Three members

• Looks for new Board members, carries out its own research into potential candidates, and makes proposals for the renewal and appointment of Directors;
• Periodically evaluates the structure, size, and composition of the Board of Directors and submits recommendations for potential changes;
• Examines the succession plan for members of the Executive Management;
• Prepares the evaluation of the way the Board operates provided for by the internal regulations and ensures the proper functioning of the governance bodies.