The Board of Directors was regularly informed of the Group’s activity results and outlook. It approved the terms for the implementation of a share buyback program and the renewal of a Euro Medium Term Note (EMTN) program in an amount of 1.5 billion euros.
As every year, the Board devoted an agenda item to the conclusions to be drawn from the previous General Shareholders’ Meeting, including the consideration of shareholders’ questions and comments. It was also informed of the work carried out in relation to succession planning.
The Lead Director reported regularly to the Board on his activities, including with regard to the process and outcome of the Board’s assesment for fiscal year 2024.
The Board also monitored the main M&A transactions carried out during the year.
The Board approved the compensation of Directors and of the Chairman and Chief Executive Officer for fiscal year 2024, as well as the compensation policy applicable to them for 2025.
With regard to CSR matters, the Board monitored all work relating to sustainability reporting, including the tender process for the appointment of a new sustainability auditor. It was also informed of progress towards the Group’s climate transition and renewable energy targets.
As every year, the Board reviewed the Group’s anti-corruption program and the related action plans for 2025-2026.
The Board dedicated its strategic seminar to artificial intelligence (AI), which gave rise to an in-depth discussion of the Group’s direction in this area. It was kept regularly informed and consulted throughout the fiscal year on the progress of the Group’s AI strategy.
| Main work completed in 2025 | |
|---|---|
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Relations with Executive Management |
Relations with Executive Management Main work completed in 2025 The Lead Director regularly discussed the organization of governance with Executive Management. He organized and led a meeting with the heads of the various corporate functions to discuss the current key topics. |
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Preparation of Board meetings |
Preparation of Board meetings Main work completed in 2025 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. |
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Assessment of the Board and Committees |
Assessment of the Board and Committees Main work completed in 2025 He supervised the assessment process of the Board and its Committees for financial year 2025. 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 items to the Board of Directors. |
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Prevention of conflicts of interests |
Prevention of conflicts of interests Main work completed in 2025 In 2025, the Lead Director did not have to deal with any conflicts of interests within the Board of Directors. |
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Executive sessions |
Executive sessions Main work completed in 2025 He organized and led two meetings between Independent Directors. The main conclusions of these meeting were brought to the attention of the Board of Directors at its meeting of November 26, 2025. |
| Governance | Governance Main work completed in 2025 The Lead Director was involved in the thinking and development of the succession plan for the Chairman and Chief Executive Officer and key executives. He actively contributes to this work in his role on the Nominating Committee. This involvement is also strengthened by exchanges held outside formal governance bodies, particularly during executive sessions. |
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Discussions with shareholders |
Discussions with shareholders Main work completed in 2025 He was informed of the conclusions of the meetings organized with certain institutional investors and contributed to the shareholder dialogue on governance-related topics. |
