| CRITERIA | OBJECTIVES | IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 |
|---|---|---|
| Size of the Board of Directors | Size of the Board of Directors OBJECTIVES The objective is to maintain the Board at 12 members to enable:
This objective may be reconsidered if new constraints lead to a review of the Board’s size. |
Size of the Board of Directors IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 The objective has been achieved. Since January 22, 2019, the Board of Directors has been composed of 10 members appointed by the Shareholders Meeting and 2 directors representing employees. |
| Director independence* | Director independence* OBJECTIVES Pursuant to article 10.3 of the AFEP-MEDEF Code, the proportion of independent directors must be at least one third in controlled companies as set out in article L.233-3 of the French Commercial Code. The Board’s objective is to have a majority of independent directors. |
Director independence* IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 Since December 19, 2022, the objective has been achieved. With 60% of the directors deemed to be independent, the independence rate is well above AFEP-MEDEF Code recommendations.
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| Gender balance * | Gender balance * OBJECTIVES Maintain optimal representation of women and men on the Board of Directors. |
Gender balance * IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 The objective has been achieved as from 2024. As of August 31, 2025, the Board of Directors has 12 members (including two directors representing employees), comprising five women (including one director representing employees) and 7 men (including one director representing employees), i.e., 40% women and 60% men, excluding directors representing employees. The Board of Directors therefore ensures balanced representation of women and men in accordance with article L.22-10-3 of the French Commercial Code, which sets a minimum threshold of 40% for the representation of each gender on boards of directors.
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| Director age | Director age OBJECTIVES No more than one third of the directors to be over 70 years old, in accordance with the applicable legal requirements. |
Director age IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 The objective has been achieved. Since January 21, 2020, all Board members have been under the age of 70. The average age of directors is 61. |
| Director nationality | Director nationality OBJECTIVES The composition of the Board of Directors is intended to reflect as closely as possible the geographic mix of the Group’s business and to incorporate a wide range of nationalities. |
Director nationality IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 The objective has been achieved. The Board of Directors reflects a diversity of nationalities, with members of French, American, Canadian and Spanish nationality. In addition, the directors have solid international experience, gained through senior executive positions or directorships in global companies, as well as through significant roles outside France.
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| Employee representation | Employee representation OBJECTIVES Appointment of directors representing employees. |
Employee representation IMPLEMENTATION AND RESULTS ACHIEVED IN FISCAL 2025 The objective has been achieved. Since 2014, the Board has included two directors representing employees. Cathy Martin is a member of the Audit Committee and the Sustainability Committee. Olivier Marchand, who succeeded Philippe Besson as of December 17, 2024, has been a member of the Compensation Committee since April 2, 2025. |