Pursuant to article 9 of the internal rules and regulations of the Board of Directors, the Nominating Committee proposes to the Board of Directors a procedure for selecting future Independent Directors and carries out its own research on potential candidates before approaching them.
The Nominating Committee conducts an in-depth review of the Board’s needs in terms of skills, gender balance and diversity among its members and determines a model candidate profile. The Committee may be assisted by an external consultant. The Chairman and Chief Executive Officer is involved in the work of the Nominating Committee during this process to select a new Director.
The Chair of the Nominating Committee and the Chairman and Chief Executive Officer organize interviews with shortlisted candidates. The Lead Director and the Chairs of the other Committees may take part in these meetings as necessary. At the end of this short-list stage, the Nominating Committee submits its recommendation to all Directors.
The Board of Directors discusses the proposed profile(s) and submits the appointment to the General Shareholders’ Meeting. In its proposals, the Board ensures that its composition complies with the independence criteria and is adapted to the Company’s needs.
It is specified that Directors representing employees are appointed by the Groupe Works Council.
| SELECTION PROCESS | PROFILE | APPLICATIONS | INTERVIEWS | SELECTION | DECISION |
|---|---|---|---|---|---|
|
Independent Director |
Independent Director PROFILE Determination by the Nominating Committee of the needs of the Board and identification of a standard profile |
Independent Director APPLICATIONS Review of different profiles |
Independent Director INTERVIEWS Interviews of candidates with the Chairman of the Board and the Chair of the Nominating Committee |
Independent Director SELECTION Discussions of the Nominating Committee and recommendations to the Board of Directors |
Independent Director DECISION Decision of the Board of Directors then vote of the General Shareholders’ Meeting |
|
Director representing employees |
Director representing employees PROFILE
|
Director representing employees APPLICATIONS
|
Director representing employees INTERVIEWS
|
Director representing employees SELECTION
|
Director representing employees DECISION Appointment by the Groupe Works Counci |
In 2025, the Nominating Committee continued its selection process, begun at end-2024, to identify new profiles that could enrich the composition of the Board.
The Committee considered the characteristics expected of future Directors, working with the Chairman and Chief Executive Officer and taking into account the opinions expressed by the Directors during the annual assessment.
This approach defined profiles likely to complement the composition of the Board with a view to strengthening skills in artificial intelligence and technology as well as the independence of the Board.
Based on the established criteria, the Nominating Committee identified some potential candidates and met with them.
However, this process did not result in the nomination of new candidates in time for the General Shareholders’ Meeting of May 27, 2026. The Board of Directors, with the support of the Nominating Committee, intends to complete this process as quickly as possible in the coming months and will examine all options available to it in this regard.
