chapter 02 GOVERNANCE 60 2.1 Administrative, management and supervisory bodies 60 2.1.1 An experienced, stable and responsible management team 61 2.1.2 SAGES, a Non-Managing General Partner, guaranteeing the Company's long-term viability 64 2.1.3 Strict separation between the Supervisory Board (and its committees) and Management 66 2.1.4 Interactions between the various governance structures 89 2.1.5 Statements 90 2.2 Supervisory Board practices – Activities in 2024 91 COMPENSATION 108 2.3 Management and Supervisory Board compensation policies for 2025 108 2.4 Information about the components of compensation paid or awarded to the corporate officers 119 2.4.1 Compensation of the members of the Supervisory Board 119 2.4.2 Compensation of Barbara Dalibard, Chair of the Supervisory Board 120 2.4.3 Compensation package of Florent Menegaux, Managing Chairman and General Partner 120 2.4.4 Compensation package of Yves Chapot, General Manager 125 2.4.5 Compensation ratios of the Managers and the Chair of the Supervisory Board 129 2.4.6 Proposed resolution on the disclosures mentioned in Article L. 22-10-9-I of the French Commercial Code 131 2.5 Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2024 132 2.6 Other information about compensation of the executive officers 138 2.7 Total compensation awarded to the Group Executive Committee 143 ADDITIONAL INFORMATION 143 2.8 Trading in Michelin shares by the corporate officers and their close relatives in 2024 143 2.9 Procedure for assessing agreements entered into in the normal course of business 144 2.10 Articles of incorporation, Bylaws and shareholder participation at General Meetings 144 2.11 Ownership structure and voting rights 146 2.12 Financial authorizations 147 2.13 Change of control 151 2.14 Main characteristics of internal control and risk management systems relating to the preparation and processing of accounting and financial information 151 STATUTORY AUDITORS’ REPORT 152 2.15 Statutory Auditors’ report, prepared in accordance with Article L. 22-10-78 of the French Commercial Code on the Corporate Governance Report 152 Corporate governance report 59 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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