Universal Registration Document 2023

3. Governance and Compensation - AFR

3.2.1.2 Chair and Chief Executive Officer

As part of the change in management, the Supervisory Board recommended, at its meeting of April 17, 2024, the adoption of a Board of Directors structure in which Mr. Arthur Sadoun would serve as Chair and Chief Executive Officer. This decision is the responsibility of the new Board of Directors, which will be appointed by the General Shareholders' Meeting of May 29, 2024.

3.2.2 Operation of the future Board of Directors

The Board of Directors is a collegial body which determines the Company's business orientations and oversees their implementation in accordance with its corporate interests, taking into account the social, environmental, cultural and sporting challenges of its activity.

Subject to the powers expressly granted to General Shareholders’ Meetings and within the limits of the corporate purpose, it considers all matters concerning the smooth running of the Company and settles its business affairs through its deliberations.

At its meeting of April 17, 2024, the Supervisory Board already recommended that four Specialized Committees be set up to act in an advisory capacity and prepare for certain Board deliberations in order to issue proposals, recommendations and opinions in their respective areas of competence:

  • an Audit and Financial Risks Committee;
  • a Nominating Committee;
  • a Compensation Committee;
  • a Strategy, Environmental and Social Committee.

The Board of Directors, at its first meeting following the General Shareholders’ Meeting of May 29, 2024, will decide whether to set up these Committees, their composition, and will set their powers and the compensation awarded to members in accordance with the compensation policy.

The Supervisory Board recommended the appointment of Mr. Maurice Lévy as Honorary Chairman of the Board of Directors so that the Board of Directors could benefit from his experience, expertise, intimate knowledge of the Groupe and his privileged relations with the Groupe’s key contacts in France and around the world. This decision also falls within the remit of the new Board of Directors.

At the same time, in order to benefit from his talents, expertise and relationships, it is recommended that Mr. Maurice Lévy enters into a service agreement with the Company, the terms of which may be defined by the Board of Directors who will implement it.

Lastly, the Supervisory Board recommended the appointment of a Lead Director, given the planned combined roles of Chairman and Chief Executive Officer. The main duties of the Lead Director would be to assist the Chair in his duties with regard to the proper functioning of the Company’s governance bodies, to examine situations of conflicts of interest and to supervise the Board’s assessment process.

The operation of the Board of Directors will be detailed in the internal rules that will be adopted at its first meeting at the end of the General Shareholders' Meeting of May 29, 2024 and made public on the Company’s website. It will be further described in the next Universal Registration Document.