3 _109 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Supervisory Board practices – Activities in 2023 3.2.9.3 Activities in 2023 The Committee met six times in 2023, on February 8, February 9, April 24, July 24 and December 14 (two meetings), including a joint meeting with the CSR Committee and two unscheduled meetings at the beginning of the year. The overall attendance rate at scheduled meetings was 100%. The main purpose of the meetings held in 2023 was to review: ● The audited parent company financial statements, the parent company projections prepared in accordance with French law, and the audited consolidated financial statements for 2022, presented by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. The Committee focused on reviewing asset impairment tests, key figures and non-recurring events in 2022. It noted that the audit of the accounts had gone smoothly. The Statutory Auditors reported to the Committee on their audit, noting that they would be issuing an unqualified opinion, without any emphasis of matter, on both the separate and consolidated financial statements. They also submitted their written report to the Audit Committee. ● The interim consolidated financial statements for the six months ended June 30, 2023 and the information on the parent company projections prepared in accordance with French law, presented by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. The Committee performed a detailed review of the Group's results for the first half of 2023 and discussed with the Statutory Auditors the nature and conclusions of their work. The Statutory Auditors reported to the Committee on their review of the interim financial statements for the six months ended June 30, 2023. Their review report did not contain any qualifications or emphasis of matter. ● The financial information for the third quarter of 2023 and related financial press release, presented by the Manager and Chief Financial Officer and the Deputy Chief Financial Officer. ● Preparation of the 2023 accounts closing, based on a presentation by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. ● Risk management and internal control systems (covering self‑assessments, controls, status of action plans, a comprehensive analysis of risks and their impacts, and the 2024 action plans), presented by the Executive Vice President, Risk Management, Internal Audit and Quality and the Head of Internal Control. ● The internal audit plan and the results of audits carried out in 2023 presented at quarterly meetings of the Committee by the Group's Internal Audit and Risk Management Director. ● In early 2024, the Committee met to review the audited parent company financial statements for 2023, the parent company projections prepared in accordance with French law, and the audited consolidated financial statements for 2023, presented by the Manager and Chief Financial Officer. ● The Committee's work also covered the following areas: ● Information Systems (IS) risk management processes, particularly cyber security risks based on an overview of the security strategy, protective measures, awareness-raising initiatives, ongoing deployment of dedicated organizations, policies and solutions, and data protection issues, presented by the Group’s IS Security Director; ● the cost of the Group's negative externalities, such as CO2 emissions, presented by the Manager and Chief Financial Officer and the Deputy Chief Financial Officer; the presentation followed an initial analysis of this cost presented to the CSR Committee in 2022; ● financial risk management, presented by the Deputy Chief Financial Officer and the Corporate Financing Director, with a particular focus on liquidity, exchange rates, bank counterparties, raw materials and energy; ● changes to the fraud risk management organization and governance processes, changes to the applicable guidelines, content of the fraud action plan and the results of investigations carried out in 2022, discussion of significant cases of fraud, presented by the Group Chief Compliance Officer; ● analysis of incidents reported on the Group Ethics Hotline in 2022, report on the activities of the Group Ethics Committee and the 2023 action plans, presented by the Group Chief Compliance Officer. ● recent achievements and next steps in the Group's program to transform transactional processes (stemming from the Downstream OPE Program), presented by the OPE Program Director; ● comprehensive review of the risks and impacts of CSR issues, sharing of progress on the “Adaptation to Physical Risks linked to Climate Change” initiative and summary of the main actions carried out in 2022 and early 2023, presented by the Group's Audit and Risk Management Director and the Head of the Corporate Sustainable Development and Impact Department at a joint session organized with the CSR Committee. The Chairman of the Audit Committee reported to the Supervisory Board on the Committee's work on February 10, April 25, July 25, and December 15, 2023.
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