Universal Registration Document Fiscal 2025

7 Corporate Governance

These recommendations were implemented during 2024. A strategy seminar was organized for the Board of Directors and a Sustainability Committee was set up to address in depth the environmental and social matters affecting the Group. Particular attention was paid to the quality of the Committees' reports to the Board of Directors on the various items on the agenda.

The areas for improvement identified in previous internal assessments concerning the composition of the Board—in particular, internationalization, the integration of executives with experience in leading transformations, including digital transformations, and better representation of service professions—remain fully integrated into the selection process.

The Board of Directors continued to carry out its work to prepare for the arrival of directors with solid expertise in finance, human resources and a deep knowledge of the North American market.

In 2024, the Board of Directors conducted an internal assessment of its operating procedures, with the following objectives:

  • to review the operating procedures of the Board and those of its Committees;
  • to ensure that important issues are properly prepared and discussed;
  • to assess the quality of the information provided to directors;
  • to evaluate the effective contribution of the directors to its work and that of the Committees.

The results of this internal assessment were presented to the Board during the fiscal year. In addition to the overall summary, each director received individual, confidential, and personalized feedback on their effective contribution to the Board's work.

This assessment highlighted the progress made and identified new areas for improvement.

The assessment was coordinated by the Lead Director, in conjunction with the Chairman of the Nominating Committee and the Secretary of the Board.

The first strategy seminar was particularly appreciated by the Board. The Board also improved the organization of its meetings, time management, risk monitoring, and the integration of major issues (governance, sustainability, climate, ethics, cybersecurity). The directors praised the quality of the discussions.

The composition of the Board is considered balanced in terms of independence, diversity of profiles, and international representation. The integration of new members and introduction of new topics have been successful.

Regarding the Committees:

  • the Audit Committee effectively addressed issues related to the CSRD;
  • the Compensation Committee was recognized for the quality of its analyses;
  • the Nominating Committee effectively anticipated the renewal of directors and Committee chairs;
  • the Sustainability Committee was successfully established, and training activities continue, including oversight of the creation of the new sustainability strategy roadmap - Better Tomorrow 2028.

The following areas for improvement have been:

  • maintaining the annual strategy seminar;
  • strengthening certain skills when recruiting directors (particularly knowledge of the North American market, digital technology, and sustainability);
  • continuing work on succession plans and sustainability training;
  • the possibility of holding executive sessions following Board of Directors meetings.

In 2025, a new internal assessment of the Board of Directors' work was carried out, coordinated by the Lead Director, with the support of the Chair of the Nominating Committee and the Secretary of the Board. The assessment was based on a questionnaire and individual interviews and focused on:

  • the structure and composition of the Board of Directors;
  • the distribution of roles and group dynamics;
  • the operating procedures of the Board of Directors;
  • the integration and training of directors, as well as succession plans;
  • strategy and performance;
  • the Committees.

The assessment report will be presented to the Board of Directors in Fiscal 2026.