_102 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Supervisory Board practices – Activities in 2023 The Board members took part in a training session on cybercrime issues, organized by an independent firm of specialized consultants. The training covered cybercrime risk awareness, a description and review of relevant defenses, and the practical aspects of crisis management. These topic-specific presentations, along with those made during the year at Supervisory Board meetings by members of executive management and their teams, are welcomed by Supervisory Board members as a means of deepening their understanding of activities and implementation of the Michelin in Motion strategy. 3.2.4 Supervisory Board succession plans and preparation of proposals and recommendations for the re-election of Supervisory Board members at the 2024 Annual Shareholders Meeting The Supervisory Board asked the Compensation and Appointments Committee to review the expiry dates of incumbent members' terms. Concerning the Supervisory Board members whose term expires at the end of the 2024 Annual Shareholders Meeting, the Committee's procedures and recommendations are presented in the Supervisory Board's report on the resolutions to be submitted to the Annual Shareholders Meeting (see section 7.2 of this 2023 Universal Registration Document). The Committee members organized and systematically followed a robust process to identify, short-list and interview potential future candidates with the assistance of a leading executive search firm. Also, in accordance with its diversity policy (see section 3.1.3.3. of this report), the candidates notably examined by the Committee will include incumbent Supervisory Board members with international experience in finance and the management of industrial companies. In line with best industry practices, the selection of future members gave priority to candidates who fulfill the Supervisory Board's balance and diversity goals (in terms of skills, geographies and gender). The Committee also continued to implement the succession plan for Board members in preparation for future elections or re‑elections. 3.2.5 Activities of the Senior Independent Supervisory Board Member Although in a partnership limited by shares (société en commandite par actions), none of the Managers (who are equivalent to executive officers in a joint stock corporation) may also serve as Chair of the Supervisory Board. The Board nevertheless decided to create the position of Senior Independent Member in 2017. This role, given to an independent Board member, mainly covers the following responsibilities specified in the Board's internal rules: ● organize executive sessions among the independent members; ● chair and lead the sessions; ● report on his or her activities to the Board at least once a year; ● meet with the Chair of the Board to inform him or her of all or some of the views or wishes expressed by the independent members during executive sessions; ● propose the inclusion of additional items on the agenda of Supervisory Board meetings; ● call and chair Supervisory Board meetings and set the agenda if the Chair of the Board is unable to perform this task; ● meet with the Managing Chairman to inform him of all or some of the views or wishes expressed by the independent members during executive sessions, after informing the Chair of the Supervisory Board; ● receive information about any material comments on governance issues made by significant shareholders and participate in communications with shareholders alongside the Chair of the Supervisory Board or the Managing Chairman. Thierry Le Hénaff has served as Senior Independent Member since July 2020. In 2023, Thierry Le Hénaff organized and chaired one executive session of independent Supervisory Board members, held without the Managers (equivalent to executive directors) being present. The main issues discussed during this session were as follows: ● the effectiveness of management’s actions to address the Board’s comments and provide the additional information requested by Board members; ● the impact of the Board’s membership and the cohesion, complementarity and interaction of its members on the efficiency of its practices; ● the positive assessment of management's competence and the transparency of its discussions; ● the need to continue to devote significant attention to CSR issues in the light of growing social, societal and environmental/climate challenges; ● the positive assessment of talent management processes and exchanges with the people concerned. At the end of 2023, Thierry Le Hénaff reported to the Chair of the Supervisory Board and the Managing Chairman on his activities during the year.
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