In accordance with article 11.3 of the Afep-Medef Code, the Supervisory Board conducts an annual self-assessment of its work, reviews the summary and draws conclusions. Each member of the Supervisory Board completes a personal questionnaire, with the possibility of having an individual meeting with the Chairman of the Supervisory Board or the member of the Supervisory Board responsible for overseeing the assessment.
The results are summarized and then a meeting is held to take comments. Thomas H. Glocer, an independent member, in direct contact with members of the Supervisory Board, conducted individual interviews with any Board member who so wished and carried out this assessment for the 2021 financial year with the support of the Secretary General and the Legal Department.
Responses were examined in detail, and compared with the responses given by the same member the previous year. An analysis of the conclusions of the 2021 assessment was presented at the Supervisory Board meeting of March 17, 2022 and the Board led a discussion on areas for improvement. Overall, the 2021 assessment scores are very good.
Board members were particularly satisfied with the Board’s responsiveness, adaptability, momentum and smooth running. They expressed their appreciation for the smooth running of the meetings and the organization of the discussions and noted an improvement in the flow of information between meetings.
The members of the Board proposed, among the areas for improvement, to provide for more in-depth discussions on the strategy, to organize awareness sessions on new dimensions of the business lines and to strengthen the skills within the Board, on data and new technologies, sustainable development and societal commitment.
Committee members were satisfied with the work carried out within the committees. With regard to the Strategy and Risk Committee, its members would like this Committee to meet more frequently; with regard to the ESG Committee, set up in May 2021, it was suggested that the number of its members be increased. The members of the Board wished to be able to devote more time to review the Groupe’s strategy in the short, medium and long term, to analyze the competition and better assess future risks and challenges.
The Board took note of the areas for improvement expressed. In order to meet the training needs expressed by certain Board members, the detailed presentations on Web 3.0 and the metaverse as well as on future trends in the sector was made to Board members. They also benefited from CSR training, mainly on the risks related to climate change and the challenges for the Company, carried out in two separate sessions by an external firm.
All new members of the Supervisory Board are informed of their obligations. A welcome and induction program for all new members of the Supervisory Board was proposed. On this occasion, personalized meetings with the Chairman of the Supervisory Board, the General Management and the Legal and Finance Departments are proposed to familiarize the new member with the organization and internal practices as well as with the Groupe’s business sectors. He or she receives documentation to help the new member accomplish his or her mission. Where appropriate, site visits may be planned with the managers of subsidiaries.
Each Board member has access, should they so wish, to additional training in particular on the particularities of the Company, its business lines, industry and the Company’s corporate and social responsibility challenges.
Moreover, any Board member representing employees has, by law, access to special training on the performance of their role and time allocated to allow them to fulfill their duties under the best possible conditions.
Tidjane Thiam, who joined the Supervisory Board in May 2022, benefited from an induction program during which he was able to meet with the Chairman of the Management Board and the Chairman of the Supervisory Board. As a member of the Audit Committee, he also attended a specific information session on internal audit, risk management and internal control.
The members of the Supervisory Board, in particular the members of the ESG Committee, benefited from technical training on climate issues, provided by a specialist external firm. This training was held in two sessions on November 21, 2022 and December 5, 2022.
The first session was devoted to the origins of climate change and the international frameworks that guide public action and are binding on companies, with a particular focus on the situation in the United States, Europe, France and India.
The second session focused on Company-wide climate action, carbon neutrality concepts and the Net Zero target, as well as regulatory changes and voluntary actions to reduce carbon emissions from the Company and its services. The Company’s levers to achieve its trajectory were examined and discussed.
