As of December 31, 2025, the Board of Directors includes four specialized Committees.
The Audit and Financial Risks Committee monitored the Group’s financial statements and financial position, by reviewing the annual and semi-annual financial statements, accounting policies, cash flow, current agreements, and tax policies.
It reviewed the work performed by internal audit and oversaw the implementation of action plans. It took note of the Statutory Auditors’ work and exchanged with them on the financial statements. In collaboration with the Strategic, Environmental and Social Committee, the Audit Committee updated the Group’s major risk map and reviewed the cybersecurity framework. It also examined the Group’s insurance policy.
Finally, the Committee supervised work related to non-financial sustainability reporting, including the update of the double materiality matrix, the mapping of climate risks, the climate transition plan, and the sustainability audit work.
The Nominating Committee continued its work on the composition of the Board of Directors and its Committees, issuing recommendations concerning the chairmanship of the Audit and Financial Risks Committee, as well as the reappointment and appointment of Directors. It also reviewed the composition of the Board with a view to further strengthening it.
It reviewed the independence of the Directors.
The Committee worked on succession plans for the Group’s key executives and the Chairman and Chief Executive Officer, considering expectations expressed by stakeholders and investors.
The Compensation Committee reviewed and evaluated the Chairman and Chief Executive Officer’s (CEO) compensation for the fiscal year 2024. It also established the CEO’s compensation policy for 2025. Additionally, the Committee approved the Director’s compensation for 2024, as well as their compensation policy for 2025.
The Committee monitored employee compensation schemes, including bonuses, pay equity issues, and the compensation ratio. It was informed of the recruitment of key executives and proposed compensation packages.
Finally, it oversaw the Group’s share-based incentive plans, validating performance results and allocation conditions.
The Strategic, Environmental and Social Committee reviewed the Group’s strategic and development options. This included monitoring the work to update the major risk map and reviewing the Group’s security framework, in collaboration with the Audit and Financial Risks Committee. It examined the Group’s resilience to extreme scenarios. The Committee was also informed of the Group’s mergers and acquisition policy, as well as its implementation.
It oversaw CSR matters and sustainability issues, including climate risks, duty of care, double materiality, regulatory developments regarding sustainability, and the implementation of internal “No Impact for Big Impact” program. Finally, the Committee reviewed the risk mapping for non-compliance and ethical business breaches.
