Universal Registration Document 2023

• the Groupe’s financial communication;
• the preparation of activity reports to the Supervisory Board;
• the Groupe’s strategy and positioning compared to its competitors;
• the performance of Groupe companies;
• the approval of financial transactions for the benefit of subsidiaries not wholly owned and of financial guarantees for the benefit of the Groupe’s subsidiaries;
• the HR policy, key HR performance indicators, diversity and gender balance within management bodies and within the Groupe;
• the implementation and monitoring of the management of share plans;
• the resolutions to be put to the vote of the General Shareholders’ Meeting of May 31, 2023, the preparation of the Management Board’s reports on the resolutions, the stock option and free share plans and the convening of the General Shareholders’ Meeting;
• the implementation of a share buyback program;
• the mapping of the Company’s risks and its social and environmental challenges;
• the implementation of voluntary carbon credit plans to better offset carbon emissions related to air travel;
• the option for the Groupe to join a pooled carbon fund in order to anticipate its future needs and avoid exposure to inflation/market fluctuations; 
• the call for tenders to replace Ernst & Young et Autres, whose term as Statutory Auditor expires in May 2025; and
• the 2024 Internal Audit Plan.

3.1.4 Directoire+

On the proposal of Mr. Arthur Sadoun, the Directoire+ was created in 2022 to strengthen the management team and prepare for the Groupe’s future. This management team is composed of highly qualified individuals who have demonstrated great leadership and expertise in the

operations for which they are responsible. This management team has the role of making the “Power of One” work in an even deeper, broader and more demanding way, with the integration of e‑commerce functions now inseparable from all dimensions of marketing and business transformation.  

As of December 31, 2023, the Directoire+ was composed of four members, with a 50% proportion of women.

The members of the Directoire+ are not members of the Management Board. They attend Management Board meetings when they are invited to do so and participate, in an advisory capacity, in the discussions and work of this body. As a result, they do not vote on the decisions of the Management Board. When they are invited to a Management Board meeting, they must treat all information during these meetings as strictly confidential.

The members of the Directoire+ strive to maintain their independence of analysis and judgment in all circumstances; they are required to inform the Management Board of any conflict of interest, whether direct or indirect, even potential, arising from the other positions and responsibilities they otherwise perform within or outside the Groupe. Should such a situation arise, they would abstain from participating in the Management Board’s discussions and work on the issue in question.