The Company’s Board of Directors includes directors from or linked to the Bellon family, independent directors, and directors representing employees.
When a seat on the Board of Directors becomes vacant, or when the Board or its Chairman wishes to adjust its composition or strengthen certain areas of expertise—particularly in the case of appointing or co-opting an independent director—the Nominating Committee initiates a formal selection process.
First of all, the Committee identifies the Board’s specific needs, ensuring alignment with the diversity policy set by the Board (see below—Diversity policy of the Board of Directors (in accordance with article L.22-10-10 of the French Commercial Code)), and the required competencies. It then draws up a list of potential candidates, with support from internal resources and a specialized executive search firm.
The Committee reviews each candidate’s profile, conducts an initial screening, and organizes interviews with Board members. The candidates with the most suitable profiles are shortlisted.
The Nominating Committee then submits a recommendation to the Board of Directors. The Board reviews the proposed profiles and, after deliberation, may submit a nomination to the Shareholders Meeting.
This same process also applies to the appointment or renewal of non-independent directors.
The Shareholders Meeting held on January 21, 2014 set the rules for appointing directors representing employees to the Board of Directors. Their term of office is three years.
Subject to the applicable legal provisions—particularly the absence of any requirement to hold shares—they have the same rights and are subject to the same obligations as other directors.
Philippe Besson was appointed in 2014 by the trade union that received the most votes in the first round of elections for employee representative bodies within the Group’s French entities. He took office at the Board of Directors' meeting held on June 18, 2014. His term was renewed in 2017, 2020 and 2022.
Cathy Martin was appointed in 2015 by the European Works Council. She joined the Board of Directors on September 10, 2015. Her term was renewed in 2018, 2020 and 2023 for a further three-year period effective from the Shareholders Meeting held on December 15, 2023.
Philippe Besson stepped down at the close of the Shareholders Meeting held on December 17, 2024, after having exercised his retirement rights. The trade union that won the most votes in the 2024 elections appointed Olivier Marchand to succeed him, effective December 17, 2024. In accordance with article L.225-34 of the French Commercial Code, his term will end at the same time as Cathy Martin’s, i.e., at the close of the Shareholders Meeting called to approve the financial statements for Fiscal 2026.
In addition, one member of the Social and Economic Committee (Comité Social et Économique) sits on the Board of Directors in an advisory capacity, in accordance with the law.
Lastly, as employee shareholding in the Company does not exceed the 3% threshold set out in article L.22-10-5 of the French Commercial Code, no director has been appointed from among employee shareholders.
The Board of Directors regularly reviews its own composition and that of its Committees, particularly in terms of diversity (balanced representation of women and men, nationalities, age, competencies, etc.), in accordance with article L.22-10-10 of the French Commercial Code. Diversity of profiles is considered a key driver of momentum, creativity and performance. It contributes to the quality of discussions and the strength of the decisions made by the Board.
Based on the work of the Nominating Committee, the Board:
The Board has defined the key competencies required to fulfill its responsibilities, taking into account the international nature of the Company’s business, its medium- and long-term strategy, and associated risks.
The table below presents the criteria of the implemented diversity policy, the targets set for each criterion, and the results achieved in 2025.
