ALIGNING MICHELIN’S STRATEGY WITH SHAREHOLDER INTERESTS THROUGH THE MICHELIN PARTNERSHIP LIMITED BY SHARES Throughout its history, Compagnie Générale des Établissements Michelin (CGEM), the Group’s parent company, has been organized as a partnership limited by shares (société en commandite par actions – SCA). Based on this form of corporate organization, Michelin has deployed a distinctive governance structure that is at once robust, responsive and balanced. The partnership limited by shares ensures that deployment of long-term strategy is perfectly aligned with the interests of shareholders. It is also committed to driving continuous improvement in the Group’s governance system and practices, in accordance with the recommendations of the AFEP/MEDEF Code.(1) THE MANAGERS ADMINISTER THE GROUP Elected for four-year terms by shareholders at the Annual Meeting, the Managers are responsible for administering and managing the Company. With the endorsement of the Supervisory Board, they may be re-elected by Société Auxiliaire de Gestion, the Non-Managing General Partner. As a General Partner, the Managing Chairman has unlimited personal liability for Michelin’s debts. (1) Michelin’s corporate governance is described in detail in the “Engagement Governance Roadshow” prepared for investors on September 30, 2024, which may be found on the michelin.com website. THE SUPERVISORY BOARD EXERCISES PERMANENT OVERSIGHT OF MICHELIN’S MANAGEMENT The Supervisory Board is tasked with overseeing and assessing the quality of the Group’s management and presents a report on its findings to shareholders at each Annual Meeting. It also issues opinions on the Group’s strategy, capital expenditure, acquisitions and asset disposals, as well as on Michelin’s social responsibility policies and the election or dismissal of Managers and the amount of their compensation. The Supervisory Board currently comprises eleven members: ■ nine who are elected by shareholders at the Annual Meeting for renewable four-year terms. They offer complementary skills, honed by their solid business experience acquired by working with leading corporations. ■ two employee representatives, who are appointed by the two largest representative trade unions in France. They attend a training and induction program that prepares them to effectively perform their duties. SOCIÉTÉ AUXILIAIRE DE GESTION (SAGES): INVOLVED IN ELECTING THE MANAGERS Société Auxiliaire de Gestion is a Non-Managing General Partner responsible for selecting the Managers and ensuring the continuity of management. As such, it participates, alongside the Supervisory Board, in the Manager succession planning and compensation processes. However, it does not play any part in the Company’s management, except in the exceptional case when there is no Managing General Partner, and then only for a maximum period of one year. In accordance with the provisions of the CGEM bylaws, SAGES is entitled to a share of the income distributed among the General Partners. At least 80% of this share is set aside to underwrite the unlimited liability that SAGES shares with the Managing General Partner. 01 Stable, balanced governance Building on a foundation of robust governance 49 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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