Extract from article 1-2 of the internal rules and regulations of the Board of Directors:
The Board of Directors may, at any time, carry out any checks and controls it deems appropriate. Each Director may request any documents he or she deems useful for the performance of his or her duties. In particular, he/she must ask the Chairman or the Chief Executive Officer for any information he/she deems useful for dealing with items on the Board of Directors' agenda, within the appropriate timeframe.
The Chief Executive Officer keeps the Board of Directors regularly informed of the financial and cash positions and the commitments of the Company and the Group, in accordance with the provisions of the law, the Articles of Incorporation and these Internal Rules.
The Board of Directors is informed about market developments, the competitive environment and the most important aspects facing the company, including in the area of social and environmental responsibility, as well as climate...
The Board of Directors is informed of discussions with the main investors and shareholders, in particular to prepare for the Annual General Shareholders’ Meeting.
Throughout the year, the Chairman and Chief Executive Officer ensures that shareholders and investors receive relevant, balanced and educational information on the strategy, the development model and the consideration of significant non-financial issues for the Company, as well as its long-term outlook.
The Lead Director is informed of questions asked by shareholders on social, environmental and governance matters and ensures that they are answered.
The Directors meet, without the presence of the Chairman and Chief Executive Officer, under the chairmanship of the Lead Director at least twice a year and as required.
Extract from article 5 of the internal rules and regulations of the Board of Directors:
(…), the Board of Directors may meet at least once a year, without the presence of the executive Directors (Executive Sessions). In this case, the meeting is convened and chaired by the Lead Director, who is free to set the agenda.
In 2024, an executive session was held at the initiative of the Lead Director, bringing together all independent Directors. This session provided an opportunity to discuss the challenges and issues related to the adoption of a new governance model.
This session was praised by all participants, the exchange format thus installed was particularly appreciated. The Lead Director noted the high level of commitment and transparency of the Directors and made himself available to continue discussions on an informal basis.
In addition, it is specified that executive corporate officers are not invited to meetings to review their compensation or performance. Pursuant to article 3 II of the internal rules and regulations of the Board of Directors, the meeting to review the compensation and performance of the Chairman and Chief Executive Officer is chaired by the Lead Director.
