02 Corporate governance report Supervisory Board practices – Activities in 2024 2.2 SUPERVISORY BOARD PRACTICES – ACTIVITIES IN 2024 2.2.1 GENERAL ACTIVITIES In addition to the seven meetings initially scheduled, the Board held one further meeting in 2024, primarily to review progress on certain significant projects. The issues examined by the Supervisory Board – based on presentations by the Managers or by members of the entities concerned – were as follows: n Update on the Group's business and financial position: l quarterly financial information, interim and annual results, scorecards, corresponding press releases and recommended dividend; in particular, the Board examined the 2023 financial statements at its February 9, 2024 meeting; l internal control and risk management systems, including the report on the annual review of cybersecurity risks; l acquisition, disposal and capital expenditure projects in progress and updates on M&A transactions (several meetings); l planned issues under the Euro Medium Term Notes (EMTN) program. n Strategic overview: l strategy seminar (several meetings): detailed business review focused on each of the three development objectives, acquisition projections, 2030 strategic plan; l social and people aspects, including the Group’s living wage policy and Michelin One Care program, a common social protection base for all Group employees, and deployment of the People in Motion individual and collective performance management program; l brand strategy, including the results of the brand transformation program and a new brand campaign focused on innovation; l Group supply chain, including the current situation, the challenges and future developments; l preparation of the Capital Markets Day for investors. n Corporate officers' compensation: l results of the performance criteria used to determine the Managers' variable compensation for 2023; l 2024 variable compensation criteria and performance objectives for the Managers and performance share plan criteria. n Group compensation policies. 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 Changes in the membership of the Group Executive Committee. n Membership and practices of the Supervisory Board and its Committees: l review of members standing for re-election to the Supervisory Board; l changes in the membership of the Committees of the Board following the re-election/election of Supervisory Board members; l Supervisory Board members' independence; l assessment of Supervisory Board practices; l preparation of the Corporate Governance Report and the Annual Shareholders Meeting. n Shareholder dialogue: l the annual Governance Roadshow organized with the main investors (presentation of Michelin’s governance and discussion of the social, societal and environmental challenges)(1); l the Annual Shareholders Meeting (particularly the presentation on climate issues, in addition to the Managers’ presentation of the Group's climate strategy and the main initiatives and achievements in this area); n Reports of the Audit Committee, Compensation and Appointments Committee and Corporate Social Responsibility Committee. Part of each Supervisory Board meeting took place behind closed doors, without the Managers being present. In addition, the independent members of the Board held an executive session. During the year, the Chair of the Supervisory Board continued to: n Coordinate and lead the work of the Board, especially the activities listed in the Bylaws; n Actively participate in the Company’s governance, in particular: l through continuous contact and regular meetings with the Managers, as well as with the Chairman of the NonManaging General Partner (SAGES), to ensure seamless governance, l by regularly proposing and implementing better interactions on the Board, drawing on her or his experience and the proposals resulting from periodic assessments of Supervisory Board practices, l by talking directly to investors about the characteristics of Michelin's governance during the Governance Roadshow. (1) Presentation available on the Group's website www.michelin.com. 91 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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