Universal Registration Document 2023

3. Governance and Compensation - AFR

not-included Main points examined in 2023:
Risk management and strategy

The Board was regularly informed by the Management Board and the Strategy and Risk Committee of the impacts of the macroeconomic, technological and geopolitical context on the activity of the Groupe and its clients.

The Board was made aware of the main risk areas specific to the Groupe’s activities as well as the remediation action plans planned by the Management Board.

The Board acknowledged the work to update the risk mapping, with a focus on the quantification of cybersecurity risks.

The Board examined the strategic challenges in terms of artificial intelligence and was informed of the ongoing work to support the Groupe’s transformation.

Gender balance within governing bodies

Each year, the Supervisory Board devotes an agenda item to gender balance within the governing bodies. It was informed of all applicable regulations on the issue of gender balance in management bodies.

A more specific point was made on the change in the situation in terms of the Groupe’s headcount and the Executive Committees of the main countries/regions.

The Management Board presented a progress report on the achievement of targets for the representation of women in key leadership positions and on the cross‑functional initiatives implemented across the Groupe to reach the target of 45% by 2025.

Compensation of corporate officers and Groupe employees

The Supervisory Board, on the recommendation of the Compensation Committee, examined and approved the components of the compensation of the Chairman of the Management Board, the members of the Management Board, the Chairman of the Supervisory Board and the members of the Supervisory Board for the 2022 financial year, as well as the compensation policy applicable to them for the 2023 financial year. The Board examined the conditions for granting shares to members of the Management Board under the LTIP 2023 plan.

It is specified that the discussions and votes on the compensation of the Chairman of the Management Board, the members of the Management Board and the Chairman of the Supervisory Board took place without the presence of the members concerned.

The Board, on the recommendation of the Compensation Committee, approved the Management Board’s proposal to increase the variable compensation package for Groupe employees.

The Board was informed of the compensation policy applicable to the Groupe’s main talents.

The Board was informed of the results of the calculation of the equity ratio.

The Board took into consideration the expectations of shareholders and proxy advisory firms to continually improve the compensation policy to be submitted for approval at the next General Shareholders’ Meeting.

The Board discussed the ongoing work within the Groupe on the concept of a living wage as well as on the benefits granted to all Groupe employees.

Human Resources The Supervisory Board is regularly informed of the Groupe’s workforce and attrition rate and, more generally, of all the actions implemented to monitor and manage the Groupe’s talent. The Board was made aware of the actions taken by the Groupe in terms of diversity, equity and inclusion.