Universal Registration Document 2022

Groupe Profile

Nominating Committee
Number of members Number of meetings in 2022 Percentage of independent members Atten- dance rate Parity rate
Number of members

6

 Number of meetings in 2022

4

 Percentage of independent members

67%

 Atten- dance rate

100%

 Parity rate

50% Women 50% Men
Composition of the Nominating Committee as of the date of this document

In accordance with article 18.1 of the Afep-Medef Code, the Nominating Committee does not include any executive corporate officers. It is mainly composed of independent members.

  Personal information      
  Age(1) Gender Nationality Independent member(2) Year(s) on the Board Attendance
Élisabeth Badinter (Chair) 78 F French No 35 100%
Maurice Lévy 80 M French No 5 100%
Jean Charest 64 M Canadian Yes 9 100%
Marie-Josée Kravis 73 F American Yes 12 100%
André Kudelski 62 M Swiss Yes 6 100%
Suzan LeVine 53 F American Yes 3 100%

M: Male- F: Female

  1. At December 31, 2022.
  2. With regard to the independence criteria set out in the Afep-Medef Code.

No changes occurred in the composition of the Nominating Committee in 2022.

Main missions and activities in 2022

The missions of the Nominating Committee are detailed in article 7 of the Supervisory Board’s internal rules and regulations.

In accordance with article 18.2 of the Afep-Medef Code, the missions of the Nominating Committee and the main work completed in 2022 are as follows:

Missions

  • make any appropriate observations on the composition of the Board and Management Board;
  • propose to the Board a selection procedure for future Board members and carry out its own reviews on potential candidates;
  • propose to the Supervisory Board a process for selecting members of the Management Board that ensures, until the end of the process, the presence of at least one person of each gender among the candidates;
  • propose, to the Board, candidates for corporate officers of the Company;
  • examine proposals for the appointment of Head Office executives, members of the Management Committee and of the Executive Committees of the major countries;
  • draw up a succession plan for executive corporate officers and to examine, beforehand, the succession plans for all key positions; and
  • examine the gender balance policy applied to management bodies.

Main work completed in 2022

  • review of the reappointment of Supervisory Board members whose term of office ends at the 2022 General Shareholders’ Meeting and recommendation to the Board in view of this Meeting;
  • analysis of the candidacy of Tidjane Thiam as a new member of the Board, taking into consideration the objective of balanced and diversified representation of the Board;
  • review of the independence of the members of the Supervisory Board and maintenance of the status of independent member of Marie-Josée Kravis;
  • review of the composition of the Management Board when terms of office expire and propose reappointment to the Board;
  • consideration of a succession plan for the Management Board; and
  • recommendation of the establishment of a Directoire+ and its composition.