Corporate governance report Supervisory Board practices – Activities in 2024 02 2.2.10.2 Role and responsibilities The role and responsibilities of the Compensation and Appointments Committee, which are described in its internal rules available on the Group's website www.michelin.com, include the following: n executive management appointments and compensation policy; n talent management, diversity and inclusion policy; n the policy concerning the appointment of Managers, including career and succession plans, developed jointly with the Non Managing General Partner (SAGES)(1); n the compensation awarded to the corporate officers (Managers, the Chair of the Supervisory Board and the other Supervisory Board members), discussed with the NonManaging General Partner (SAGES)(1); n the membership of the Supervisory Board and its Committees, and the succession plans for their members and Chairs. 2.2.10.3 Activities in 2024 The Compensation and Appointments Committee met three times in 2024 – on February 5, April 22 and October 21, with an overall attendance rate of 100%. The Committee's work mainly covered the following issues: n Manager succession plan (see section 2.1.4 of this report): ongoing process conducted jointly with the Chairman of the Non-Managing General Partner (several meetings); n review of executive officers' variable compensation. At the beginning of 2024, the Committee analyzed and submitted its conclusions to the Supervisory Board concerning the achievement rates for the performance criteria applicable to the performance-based components of compensation awarded by the Company to the Managers and the Chair of the Supervisory Board for 2023, prior to these conclusions being submitted to the General Partners (SAGES, Non‑Managing Partner, and Florent Menegaux, Managing Chairman); these components were put to the vote and approved at the Annual Shareholders Meeting of May 17, 2024 (8th to 10th resolutions). The Committee analyzed and recommended to the Supervisory Board the 2024 compensation policy for the Managers submitted to the Annual Shareholders Meeting of May 17, 2024, which approved the corresponding resolution (6th resolution). In early 2025, the Committee analyzed the various components of the Managers' variable compensation and noted the achievement rates for the applicable performance objectives (annual, performance shares, etc.). It then presented its conclusions and recommendations to the Supervisory Board. n compensation of the Supervisory Board members. Based on the Committee's recommendation, the Supervisory Board examined the compensation awarded to its Chair in 2023 and decided on the compensation components to be put to the vote at the Annual Shareholders Meeting of May 17, 2024, which approved the corresponding resolutions (8th and 11th resolutions). The Committee analyzed and recommended to the Supervisory Board the 2024 compensation policy for the Chair and members of the Supervisory Board (including specific compensation for the duties of the Chair of the Board), submitted to the Annual Shareholders Meeting of May 17, 2024, which approved the corresponding resolution (7th resolution). n Supervisory Board members' independence and any conflicts of interest. The Committee performed its annual review of the Supervisory Board members' independence, by examining in particular whether there were any business relationships between the members and the Company that could be qualified as material(2). n executive management succession plan. The Compensation and Appointments Committee of the Supervisory Board periodically reviews the succession plans and career plans of the Group's executive management team, the Managers and current or potential future members of the Group’s Executive Committee, in order to ensure a smooth succession to these positions when the time comes or to deal with any crisis situation. To the above ends, for several years now the Compensation and Appointments Committee has examined (i) the performance appraisals of key executives prepared by management with the assistance of independent consultants, with whom the Committee Chairman has high quality discussions, and (ii) the components, objectives and targets of the compensation awarded to the members of the Group Executive Committee, presented by management. n talent management, diversity and inclusion. In 2024, the Compensation and Appointments Committee reviewed the changes in the membership of the Group Executive Committee, the talent management policy and the action plans to promote diversity and inclusion, at senior management level and throughout the Group. n Supervisory Board succession plans and the recommendations concerning the proposed election/reelection of Supervisory Board members at the Annual Shareholders Meetings of May 17, 2024 and May 16, 2025. At the Supervisory Board's request, the Committee reviewed the proposed re-elections of Supervisory Board members. (1) As explained in section 2.1.4 above. (2) See the detailed description in section 2.2.6 of this report. 104 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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