The Lead Director’s main missions are to contribute to the balance of governance, to improve the organization of dialogue with and within the Board of Directors (in particular through the organization of executive sessions) and to be able to deal with potential conflicts of interest. In the performance of his duties, the Senior Independent Director may:
The Lead Director meets regularly with the Chairman and Chief Executive Officer, the Vice-Chair of the Board of Directors and, if necessary, with the Emeritus Chairman.
Extract from article 3 II of the internal rules and regulations of the Board of Directors:
The main role of the Lead Director is to assist the Chairman in ensuring the proper functioning of the Company's corporate governance bodies.
In this capacity, it may be consulted by the Chairman on proposed changes to the composition of the Company's governance bodies, and on the selection process for independent Directors.
It is informed by the Chairman of questions raised by shareholders on social, environmental and governance issues, and ensures that they are answered.
He coordinates the work of the Independent Directors and acts as a liaison between them and Executive Management.
The Lead Director examines situations of conflict of interest and brings to the attention of the Board of Directors any conflicts of interest concerning Directors or the Chairman of the Board of Directors. The Lead Director may chair Executive Sessions.
The performance and compensation of the Chairman and the Executive Management are reviewed once a year at a Board of Directors’ meeting. Exceptionally, the Lead Director chairs the discussions relating to the review of the performance and compensation of the Chairman and Executive Management at this meeting.
The Lead Director may supervise the Board of Directors' evaluation process, as described in article 6 of these internal rules and regulations.
The Lead Director reports to the Board of Directors once a year on the performance of his duties.
In 2024, the main work of the Lead Director was as follows:
| Main work completed in 2024 | |
|---|---|
| Relations with Executive Management | Relations with Executive Management Main work completed in 2024 The Lead Director regularly discussed the organization of governance with Executive Management. He organized and led a meeting with the members of the Executive Committee to reflect on the Groupe’s strategy and future and to hold informal discussions. |
| Preparation of Board meetings | Preparation of Board meetings Main work completed in 2024 The Lead Director was consulted in advance on the agendas of each Board of Directors’ meeting. He attended all meetings of the Board and the Committees of which he is a member. |
| Assessment of the Board and Committees | Assessment of the Board and CommitteesMain work completed in 2024 He supervised the assessment process of the Board and its Committees for the financial year 2024. In this context, he reviewed the draft questionnaire to be submitted to the Directors. He conducted individual interviews with Directors who so wished. He reported on these elements to the Board of Directors. |
| Prevention of conflicts of interest | Prevention of conflicts of interest Main work completed in 2024 In 2024, the Lead Director did not have to deal with any conflicts of interest within the Board of Directors. |
| Executive sessions | Executive sessions Main work completed in 2024 He organized and led a meeting between Independent Directors. The main conclusions of this meeting were brought to the attention of the Board of Directors at its meeting of November 27, 2024. |
| Discussions with shareholders | Discussions with shareholders Main work completed in 2024 He was informed of the conclusions of the meetings organized with certain institutional investors and contributed to the shareholder dialogue on governance-relatedtopics . |
