This authorization is granted for a period of 18 months starting from the date of this Meeting. It shall be valid as of the date of the Board of Directors’ meeting called to decide on the implementation of the share buyback program and, at the latest, as of November 3, 2024. With effect from this date, it will supersede the authorization granted by the fourth resolution of the Ordinary General Meeting of May 3, 2023, with respect to the non-utilized portion of such authorization.
The General Meeting gives full powers to the Board of Directors, with the possibility of sub-delegating such powers, to implement
this authorization, place orders for trades, enter into all agreements, perform all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary for the execution of any of the Board’s decisions made in connection with this authorization.
The Board of Directors shall inform the General Meeting of any transactions performed in light of this authorization in accordance with applicable regulations.
The Board of Directors currently comprises 14 members: 12 members appointed by the General Meeting, including five foreign nationals (i.e. 42%) and five women (i.e. 42%), and two Directors representing the employees. With 10 Directors qualified as independent, the percentage of independent Directors is 83%.
The terms of office of Ms Kim Ann Mink and Ms Monica de Virgiliis expire at the end of this Meeting.
In the 5th resolution, you are asked to renew the term of office as Director of Ms Kim Ann Mink for a period of four years. An American national, Ms Kim Ann Mink has been an independent Director on the Board of Directors since May 2020 and a member of the Remuneration Committee since September 2021. Having spent most of her career in major international groups in the chemicals industry, where she held various management positions, Ms Kim Ann Mink brings her experience in the fields of research and innovation and her managerial skills to the Board of Directors, in addition to her scientific expertise.
In addition, the Board has been assured that Ms Kim Ann Mink will continue to be available to participate assiduously in the work of the Board. In 2023, Ms Kim Ann Mink’s attendance rate at Board meetings was 100%. During her current term of office, her overall attendance rate at Board meetings was 100%.
In the 6th resolution, you are asked to renew the term of office as Director of Ms Monica de Virgiliis for a period of four years. A French-Italian national, Ms Monica de Virgiliis has been an independent Director on the Board of Directors since February 15, 2023, following her provisional appointment by the Board of Directors ratified by the General Meeting of May 3, 2023, replacing Ms Anette Bronder for the remainder of her term of office, i.e. until the end of this Meeting. She has also been a member of the Environment and Society Committee since May 2023. Ms Monica de Virgiliis brings to the Board of Directors her experience of more than 15 years in the Electronics business, her skills in the field of technology and energy, her managerial skills and her commitment to energy transition.
In addition, the Board has been assured that Ms Monica de Virgiliis will continue to be available to participate assiduously in the work of the Board (1) In addition, as she had undertaken when she was co-opted, and in order to take into account the policy of certain investors, Ms Monica de Virgiliis did not seek the renewal of her term of office as a member of the Supervisory Board of ASM, which will expire in May 2024. Subject to the renewal of her term of office as Director of L’Air Liquide S.A. by this General Meeting, she will therefore hold only two terms of office as a director in listed companies in addition to her term of office as Chairwoman of SNAM. Since her appointment to the Board of Directors on February 15, 2023, Ms Monica de Virgiliis’ attendance rate at Board meetings has been 100%.
The Board of Directors has qualified Ms Kim Ann Mink and Ms Monica de Virgiliis as independent Directors.
In addition and for information, the term of office of Ms Fatima Tighlaline as Director representing the employees expires at the end of this General Meeting. During its plenary meeting of November 9, 2023, the European Works Council renewed the term of office as Director representing the employees of Ms Fatima Tighlaline for a period of four years expiring at the end of the 2028 General Meeting, which will approve the financial statements for the 2027 fiscal year.
At the end of this General Meeting, subject to approval by the Meeting of all the resolutions proposed, the Board of Directors composition would therefore remain unchanged at 14 members: 12 members appointed by the General Meeting, most of whom are independent (i.e. 83% independent Directors), including five women (i.e. 42%), five foreign nationals (i.e. 42%) and two Directors representing the employees.
(Renewal of the term of office of Ms Kim Ann Mink as Director of the Company)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, decides to renew the term of office as a Director of Ms Kim Ann Mink for a period of four years, which will expire at the end of the 2028 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2027.
(Renewal of the term of office of Ms Monica de Virgiliis as Director of the Company)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, decides to renew the term of office as a Director of Ms Monica de Virgiliis for a period of four years, which will expire at the end of the 2028 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2027.
(1) In addition, as she had undertaken when she was co-opted, and in order to take into account the policy of certain investors, Ms Monica de Virgiliis did not seek the renewal of her term of office as a member of the Supervisory Board of ASM, which will expire in May 2024. Subject to the renewal of her term of office as Director of L’Air Liquide S.A. by this General Meeting, she will therefore hold only two terms of office as a director in listed companies in addition to her term of office as Chairwoman of SNAM.
