Corporate governance report Supervisory Board practices – Activities in 2024 02 2.2.4 SUPERVISORY BOARD SUCCESSION PLANS AND PREPARATION OF PROPOSALS AND RECOMMENDATIONS FOR THE RE-ELECTION OF SUPERVISORY BOARD MEMBERS AT THE 2025 ANNUAL SHAREHOLDERS MEETING The Supervisory Board asked the Compensation and Appointments Committee to review the expiry dates of incumbent members' terms. In line with the objectives of its 2024 diversity policy, as described in its 2023 report (section 2.1.3.3), in 2023 the Committee members enlisted the help of a leading executive search firm to identify, short-list and interview candidates with experience in finance and the management of industrial companies, acquired in an international environment. The candidates selected by the Supervisory Board(1) from the short-list presented by the Compensation and Appointments Committee were proposed for election to the Board at the Annual Shareholders Meeting of May 17, 2024, which adopted the related resolutions. The Supervisory Board considers that its members present the good mix of complementary skills and expertise needed for the Board to fulfill its duties. Concerning the Supervisory Board members whose term expires at the end of the 2025 Annual Shareholders Meeting, the Committee's procedures and recommendations are presented in the Supervisory Board's report on the resolutions to be submitted to the Annual Shareholders Meeting (see section 7.2 of this 2024 Universal Registration Document). The Committee also continued to implement the succession plan for Board members in preparation for future elections or reelections. 2.2.5 ACTIVITIES OF THE SENIOR INDEPENDENT SUPERVISORY BOARD MEMBER Although in a partnership limited by shares (société en commandite par actions), none of the Managers (who are equivalent to executive officers in a joint stock corporation) may also serve as Chair of the Supervisory Board. The Board nevertheless decided to create the position of Senior Independent Member in 2017. This role, given to an independent Board member, mainly covers the following responsibilities specified in the Board's internal rules: n organize executive sessions among the independent members; n chair and lead the sessions; n report on his or her activities to the Board at least once a year; n meet with the Chair of the Board to inform him or her of all or some of the views or wishes expressed by the independent members during executive sessions; n propose the inclusion of additional items on the agenda of Supervisory Board meetings; n call and chair Supervisory Board meetings and set the agenda if the Chair of the Board is unable to perform this task; n meet with the Managing Chairman to inform him of all or some of the views or wishes expressed by the independent members during executive sessions, after informing the Chair of the Supervisory Board; n receive information about any material comments on governance issues made by significant shareholders and participate in communications with shareholders alongside the Chair of the Supervisory Board or the Managing Chairman. Thierry Le Hénaff has served as Senior Independent Member since July 2020. In 2024, Thierry Le Hénaff organized and chaired one executive session of independent Supervisory Board members, held without the Managers (equivalent to executive directors) being present. The main positive factors identified during this session were as follows: n management’s transparency and openness, and the quality of discussions with the Supervisory Board members; n the professionalism demonstrated by the Committees of the Board and the articulation of their work; n the independent members’ positive assessment of succession planning and other talent management processes and exchanges with the people concerned. Identified areas for improvement concerned the need to pursue: n strategic discussions on M&A issues (diversifications and synergies) and value creation; n presentations and training on CSR issues, to help the Supervisory Board members maintain and develop expertise in these areas. The Supervisory Board set time aside at its meeting in the second half of 2024 to hear Thierry Le Hénaff’s report on this session. (1) Election of two new members (Catherine Soubie and Pascal Vinet) to replace two incumbent members who did not stand for re-election (Anne-Sophie de La Bigne and Jean-Pierre Duprieu) and re-election of one incumbent member (Patrick de La Chevardière). 94 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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