As of the date of preparation of this document, to the best of the Company’s knowledge, there are no family ties or potential conflicts between the private interests of the members of the Management Board and their duties towards the Company. The members of the Management Board have no family ties with the members of the Supervisory Board.
Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Management Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.3 and 3.5. Except where stipulated otherwise in Section 3.5, no appointment as member of the Management Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.
Over the last five years, to the best of the Company’s knowledge at the date of this Corporate Governance Report:
With the exception of the appointment of Mr. Loris Nold as a member of the Management Board from February 8, 2024, replacing Mr. Michel‑Alain Proch, whose term of office ended on the same date, no change in the composition of the Management Board is planned for 2024.
The terms of office of the three members of the Management Board will expire on September 14, 2026. Should the change to a company with a Board of Directors be approved by the General Shareholders' Meeting of May 29, 2024, the terms of office of the current members of the Management Board will expire at the end of this General Shareholders’ Meeting.
The Management Board is the body that manages the Company.
Pursuant to the law and article 12 of the Company’s Articles of Incorporation, the Management Board is broadly empowered to act in all circumstances on behalf of the Company. These powers may only be exercised within the limit of the corporate purpose and subject to the powers that are by law reserved for the Supervisory Board and General Shareholders’ Meetings. As part of the exercise of its powers, the Management Board meets as often as the interests of the Company so require and at least once a month.
The Management Board determines the Company’s and Groupe’s business strategies and ensures their implementation, pursuant to its corporate interest, in particular by considering the social and environmental issues of its activity. In particular, the Management Board defines a strategy in terms of social, environmental and climate responsibility and regularly reports on its implementation to the Supervisory Board. The Management Board is always available to provide clarifications or additional information to any member of the Supervisory Board.
The Management Board informs the Supervisory Board of market developments, the competitive environment, strategy and the main challenges facing the Groupe, including in terms of CSR. When reviewing the quarterly and half‑yearly financial statements of the Supervisory Board, the Management Board presents its management report on the Groupe’s activities, key figures, the macroeconomic environment, the Groupe’s CSR policy, corporate acquisitions and disposals, the financial position and results of the Groupe and of the parent company, along with future prospects, and acknowledges comments made by the Supervisory Board.
Pursuant to the law, the Articles of Incorporation and the Supervisory Board’s internal rules and regulations, the Management Board must obtain the prior approval of the Supervisory Board to approve the transactions indicated in Section 3.1.2.
During 2023, the Management Board met 16 times, with an overall attendance rate of its members of 100%.
Its work focused on:
