Universal Registration Document 2023

3. Governance and Compensation - AFR

Nominating Committee
Composition of the Nominating Committee as of the date of this document

Pursuant to 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.

SITUATION IN 2023  not-included Personal information not-included not-included not-included
Name Age(1) Gender Nationality Independent member(2) Year(s) on the Board Attendance
6 Member Élisabeth Badinter  (Chair) 79 F French No 36 100%

3Meetings

 Maurice Lévy 81 M French No 6 100%
67 % of independent members  Jean Charest 65 M Canadian Yes 10 100%
100 %   attendance  Marie‑Josée Kravis 74 F American Yes 13 100%
50% women  André Kudelski 63 M Swiss Yes 7 100%
50 % men  Suzan LeVine 54 F American Yes 4 100%

No changes occurred in the composition of the Nominating Committee in 2023.

Main missions and activities in 2023

The missions of the Nominating Committee are detailed in article 7 of the Supervisory Board’s internal rules and regulations. Pursuant to article 18.2 of the Afep‑Medef Code, the missions of the Nominating Committee and the main work completed in 2023 are as follows:

Missions Main work completed in 2023

Missions
  • Make any appropriate observations on the composition of the Board and Management Board;
  • review the independence of the members;
  • reflect on the Board’s skills needs, including CSR skills;develop an individualized presentation of Board member skills and draw consequences for the Board member selection process;
  • propose to the Board a selection procedure for future Board members and carry out its own reviews on potential candidates;
  • provide the Supervisory Board with any useful comment son the composition of the Management Board;
  • 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 examine, beforehand, the succession plans for all key positions; and
  • examine the gender balance policy applied to management bodies.

Main work completed in 2023
  • Review of the reappointment of Supervisory Board members whose term of office ends at the 2023 General Shareholders’ Meeting and recommendation to the Board in view of this Meeting;
  • analyze and reflect on the composition of the Supervisory Board with a view to ensuring Board member succession and skills enhancement;
  • review of the independence of members of the Supervisory Board;
  • review of the composition of the Committees following the 2023 General Shareholders' Meeting and recommendation of the renewal of the Committees as composed; and
  • monitoring of the selection process for a new member of the Management Board and recommendation to appoint Mr. Loris Nold to replace Mr. Michel‑Alain Prochas Groupe Chief Financial Officer and member of the Management Board, whose term of office expires following the approval and presentation of the financial statements for the 2023 financial year,