04 Sustainability Statement General information 4.1.2 GOVERNANCE OF SUSTAINABILITY MATTERS 4.1.2.1 Composition and role of the administrative, management and supervisory bodies Details of CGEM's administrative, management and supervisory bodies (including their composition and responsibilities, and the expertise, training and skills of their members) are described in the Corporate Governance Report (see Chapter 2, sections 2.1 and 2.2 of this document.) The Supervisory Board has set up an Audit Committee and a Corporate Social Responsibility Committee. The Supervisory Board has 11 members, all of whom are nonexecutive. The information below is based on its composition at December 31 of the reporting year, as presented in the aforementioned Corporate Governance Report and reflecting the decisions taken by the relevant CGEM governance bodies (Supervisory Board, Annual Meeting of Shareholders). They concern the percentage of CGEM Supervisory Board members by gender and nationality. The latter corresponds to another aspect of diversity tracked by CGEM: ESRS 2 GOV-1 SUPERVISORY BOARD Total number of Supervisory Board members 11 Number of executive members of the Supervisory Board 0 Number of non-executive members of the Supervisory Board 11 Number of women Supervisory Board members(1) 5 Percentage of women Supervisory Board members(1) 45.5% Number of Supervisory Board members representing other aspects of diversity(2) 3 Percentage of Supervisory Board members representing other aspects of diversity(2) 27.3% Number of independent members of the Supervisory Board(3) 8 Percentage of independent members of the Supervisory Board(3) 72.7% (1) The percentage of women is calculated by dividing the number of women members by the total number of Supervisory Board members. This method differs from the one used to calculate the ratio presented in the Supervisory Board’s Corporate Governance Report, pursuant to Articles L. 22-10-74 and L. 226-4-1 of the French Commercial Code, which does not take employee representatives on the Board into account. (2) Based on the diversity of nationalities, whose ratio is calculated by dividing the number of non-French members by the total number of Supervisory Board members. (3) The disclosure requirement concerns the percentage of independent members on the CGEM Supervisory Board, which is calculated by dividing the number of independent members by the total number of Supervisory Board members. This method differs from the one used to calculate the ratio presented in the Supervisory Board’s Corporate Governance Report, which is based on the Corporate Governance Code for listed companies published by the AFEP and MEDEF and does not take employee representatives on the Board into account. The sustainability expertise of each Supervisory Board member is presented in Chapter 2 above. 4.1.2.2 The key role of the administrative, management and supervisory bodies The sustainability remits of the Supervisory Board’s Audit Committee and CSR Committee are defined in their respective internal rules and described in sections 2.2.1, 2.2.9 and 2.2.11 of Chapter 2 of this document. The initiatives undertaken by these Committees during the reporting year are presented in these same sections. Every four months, the CSR Committee reviews the Group’s sustainability strategy, objectives, policies and commitments. During this exercise, it coordinates with the Audit Committee to ensure that the Group conducts a double materiality assessment (DMA) of the impacts, risks and opportunities (IROs) impacting either its operations or its environment and society as a whole. In 2024, the following material IROs were discussed by the CSR Committee of the Supervisory Board: the climate transition and adaptation plans, deforestation, tire and road wear particles, and human rights in the value chain. In addition, the minutes of the annual meeting with the Corporate Stakeholders Committee has been shared with the CSR Committee. The Group has deployed a dedicated sustainable development organization to track risks and drive progress on the sustainability matters identified in the double materiality assessment. It is based on the interaction between four governance bodies: the Group Executive Committee, the Group Management Committee, the Environmental and Social Governance bodies, and the Thematic or Operational Committees. 175 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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