Universal Registration Document 2024

3.1.3.3 Missions and activities of the Board of Directors⁽¹⁾

Missions of the Board

The Board of Directors performs the duties and exercises the powers granted to it by law, the Company’s Articles of Incorporation and its internal rules and regulations. It determines the Company’s business strategies and ensures their implementation, pursuant to its corporate interest, in particular by considering the social and environmental issues of its activity.

While this list is not comprehensive, the Board of Directors:

• determines the method of Executive Management of the Company;
• appoints and dismisses the executive corporate officers and sets their compensation and the benefits granted;
• co-opts Directors, where applicable;
• distributes among its members the Directors’ compensation allocated by the General Shareholders’ Meeting;
• convenes General Shareholders’ Meetings;
• approves the corporate and consolidated financial statements;
• prepares the management report and other reports to the General Shareholders’ Meetings;
• decides on the use of the delegations granted by the General Shareholders’ Meeting to increase the share capital, buy back treasury shares, carry out employee shareholding transactions, cancel shares;
• grants options or shares with or without performance conditions under the authorizations granted by the General Shareholders’ Meeting;
• authorizes related-party agreements (agreements referred to in articles L. 225-38 et seq. of the French Commercial Code);
• determines the Groupe’s strategic CSR guidelines;
• defines the Company’s financial communication policy.

In addition, the Board of Directors carries out the controls and verifications it deems appropriate. It ensures that there are systems to prevent and identify corruption and influence peddling, and the implementation of the non-discrimination policy within the governing bodies in compliance with legal and regulatory requirements..

Board activities in 2024

The presentation of the work of the Board of Directors is preceded by the presentation of the work of the Supervisory Board in order to report on the work of the governance bodies over a full year.