Universal Registration Document 2025

Board of directors

Composition as of the date of this document

Pursuant to article 17.1 of the Afep-Medef Code, the Audit and Financial Risks Committee does not include any executive corporate officers. 80% of its members are Independent Directors. Pursuant to article 12 of the Board of Directors’ internal rules, the Chairman is chosen from among the independent members.

All members of the Committee have financial/audit expertise. 80% of the members of the Committee also have expertise in CSR topics relevant to the Company (for more information on the skills of the members, see Section 3.1.2.5).

On May 27, 2025, Mr. Thomas H. Glocer succeeded Mr. Jean Charest in his role as Chair of the Audit and Financial Risks Committee in order to maintain an independent Chair at the head of the Committee.

Mr. Jean Charest remains a non-independent member of the Committee, allowing it to benefit from his expertise and in-depth knowledge of the Committee’s work.

Composition à la date du présent document
Name Attendance rate as of December 31, 2025
Thomas H. Glocer

Thomas H. Glocer

Attendance rate as of

December 31, 2025

100%
Jean Charest

Jean Charest

Attendance rate as of

December 31, 2025

100%
André Kudelski

André Kudelski

Attendance rate as of

December 31, 2025

100%
Suzan LeVine

Suzan LeVine

Attendance rate as of

December 31, 2025

100%
Tidjane Thiam

Tidjane Thiam

Attendance rate as of

December 31, 2025

100%
Presence of a permanent expert on the Audit and Financial Risks Committee

Mr. Jean-Michel Etienne, first appointed on May 26, 2021 and reappointed on May 29, 2024 as part of the change in governance, continues to assist the Audit and Financial Risks Committee as a permanent expert. Mr. Jean-Michel Etienne served as Groupe Chief Financial Officer from 2006 to 2020. He was also a member of the Management Board for more than ten years. For each meeting, Mr. Jean-Michel Etienne receives fees similar in amount to the fixed compensation paid to the members of the committee. He attended all of the Committee’s meetings in 2025.

Missions

The missions of the Audit and Financial Risks Committee, detailed in article 8 of the Board of Directors’ internal rules and regulations, are defined pursuant to the provisions of article L. 821-67 of the French Commercial Code and article 17.2 of the Afep-Medef Code.

The Audit and Financial Risks Committee assists the Board of Directors in its mission relating to the review and approval of the corporate and consolidated financial statements, monitoring the preparation of non-financial information, internal audit control, external control monitoring and risk management.

/ Summary of the Committee’s main duties(1)
Summary of the Committee’s main duties
Financial and non-financial accounting information Internal audit External control Risk management

Financial and non-financial accounting information
  • Monitor the process of preparing accounting and financial information and make recommendations to ensure the integrity of this process
  • Examine the agreements that may be classified as arm’s length agreements
  • Monitor the process of preparing nonfinancial sustainability information
  • Take into account climate issues and CSR indicators in the preparation and control of non-financial and sustainability information

Internal audit
  • Monitor the effectiveness of internal control systems (including internal audit) in terms of accounting, finance and sustainability
  • Monitor the effectiveness of risk management and internal control systems in accounting, financial, and sustainability matters(2)
  • Review the internal audit plan
  • Give an opinion on the internal audit budget
  • Give an opinion on the organization and functioning of internal audit and risk management
  • Give an opinion on the internal audit program and the reports of the internal audit function

External control
  • Issue a recommendation on the choice of the statutory auditors and the sustainability auditor proposed for appointment or renewal by the General Shareholders’ Meeting
  • Monitor the performance of the statutory auditors and the sustainability auditor and the related fees
  • Ensure the independence of the statutory auditors and the sustainability auditor
  • Validate the services provided by the statutory auditors other than those related to the audit of the financial statements

Risk management
  • Review risks, including non-financial risks
  • Alert the Board of any subject likely to have a financial impact
  • Examine the double materiality matrix
  • Impact, risk and opportunity monitoring
  • Monitoring cybersecurity risks