Universal Registration Document 2023

3. Governance and Compensation - AFR

3.1.2.5 Assessment of the Supervisory Board
Assessment process

Pursuant to 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. This assessment is carried out after the end of the financial year in question. 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. This assessment aims to:

  • review the operation of the Supervisory Board and its Committees during the past financial year;
  • ensure that important issues are properly prepared and discussed;
  • assess the effective contribution of each member to the work of the Board.

The results are summarized and then commented on during the meeting. Mr. 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 2022 financial year with the support of the Secretary General and the Legal Department.

In addition, the Chairman and Vice‑Chair of the Supervisory Board discussed the contributions of all Board members. The results of this assessment may be the subject of informal meetings, in addition to an annual agenda item at a meeting of the Supervisory Board.

It is specified that the assessment for the 2023 financial year is conducted in early 2024. The results of this assessment will be reported in the 2024 Universal Registration Document.

Analysis of assessment results

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 2022 assessment was presented at the Supervisory Board meeting of March 8, 2023 and the Board led a discussion on areas for improvement. The general finding is positive, with an average of 3.9 out of 4, an increase compared to the previous two years.

The members of the Board were particularly satisfied with the good dynamics of the Board and the constructive discussions within it as well as the overall operation of the Board (frequency, duration of meetings, quality of documents). They expressed their appreciation of the quality of relations with the Management Board, with which they maintain the open and constant dialogue. They also appreciated the training provided to them on CSR issues.

The members are also satisfied with the operation and the quality of the work carried out within the Committees as well as the reports made to the Board. They appreciate the good collaboration between the Committees.

Areas for improvement

Among the areas for improvement, the members of the Board expressed the wish to have more information on the Groupe’s medium- and long‑term strategy, as well as on acquisitions.

Regarding the composition of the Board, the members suggest strengthening skills in technology and artificial intelligence.

Action plan

The Board took note of the areas for improvement expressed. During 2023, the members of the Supervisory Board benefited from in‑depth presentations:

  • in terms of CSR, and more specifically, the WorkingWithCancer initiative;
  • on the strategic issues of the British market, which is the Groupe’s second most important country;
  • on the Groupe’s mergers & acquisitions activities;
  • on artificial intelligence and its challenges for the Groupe.