_76 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies 3.1.1.2 Role and responsibilities The Managers are responsible for administering and managing the Company. Their core responsibilities are to: ● define and implement the Group's strategy; ● lead the Group's business; ● establish internal control and risk management procedures and oversee their implementation; ● approve the financial statements of the Company and the Group; ● oversee the preparation of financial and sustainability information; ● prepare the various reports to shareholders. The Group's operations are organized into three reporting segments (Automotive, Road Transportation and Specialties) dedicated to serving their global markets with products and services offered through 20 Business Lines. The organization is built around: ● The Business Lines, which define their strategy for designing market-leading products and services aligned with their competitive environment based on the needs identified by the Regions. ● The 9 Regions, which are the direct points of contact with customers. They represent the Group in the corresponding areas and are responsible for customer satisfaction. ● The following departments, which provide support to the operational entities: Research & Development, Manufacturing, Supply Chain, Customer Experience, Purchasing, Corporate & Business Services, Strategy, Innovation & Partnerships, Engagement & Brands, Internal Audit, Risk Management, Internal Control & Quality, Legal, Personnel, Finance, Progress & Transformation, Planning – Prevention – Protection, Sustainable Development & Impact. The Managers are assisted by the Group Executive Committee presented in Chapter 1 of the 2023 Universal Registration Document. In addition, a Group Management Committee is responsible for ensuring that the Executive Committee's decisions are widely embraced across the organization (see Chapter 1). 3.1.1.3 Liability The Managing General Partner has unlimited personal liability for the debts incurred by Compagnie Générale des Établissements Michelin. This offers shareholders a rarely found level of assurance that the Group is run in their medium- to long-term interests, particularly during times of volatile markets or economic crisis. It also means that the Managers are especially vigilant in their management of corporate risks. Consistent with this long-term commitment, the Managing General Partner may not relinquish his or her status as General Partner without the prior approval of shareholders given at an Extraordinary Meeting and of the Non-Managing General Partner. He is therefore bound to assume the long-term consequences of the Group's management decisions. 3.1.2 SAGES, a Non-Managing General Partner, guaranteeing the Company's long-term viability In application of CGEM's Bylaws, Société Auxiliaire de Gestion (SAGES) is a Non-Managing General Partner of CGEM. 3.1.2.1 Membership and organization SAGES is a French société par actions simplifiée (joint stock company) registered with the Clermont-Ferrand Trade and Companies Registry under No. 870 200 466. The Chairman of SAGES, Vincent Montagne, is its only executive director. SAGES has three groups of shareholders – members of the Michelin family, current and former Group executives and qualified persons from outside the Group – each of which has the same proportionate shareholding and the same number of seats on SAGES’ Board of Directors.
RkJQdWJsaXNoZXIy NzMxNTcx