In terms of areas for improvement, even longer discussions could be planned in advance depending on the specific nature of the topics to be addressed.

 

6.1.1.10 Director training

New directors have access to a program to learn about the Company and its governance, and are invited to visit the Group’s operational facilities. Employee-representative directors benefit from a training program allowing them to acquire or improve skills specific to the role of director.

New directors receive a variety of information, including key documents such as the Company bylaws, the Board of Directors’ Internal Regulations and the Universal Registration Document. An onboarding program is also organized to enable new directors to meet the Executive Vice-President, Finance and the Executive Vice-President, Marketing & Strategy.

Online training is also available for directors (notably on anti-corruption, anti-money laundering rules, personal data protection, compliance with competition law and diversity).

 

6.1.1.11 Related-party agreements

Related-party agreements entered into with the Company’s subsidiaries during the 2021 financial year

In accordance with the provisions of Article L.225-37-4 of the French Commercial Code, it is specified that no agreements have been entered into during the 2021 financial year, either directly or through an intermediary, between (i) one of the corporate officers or one of the shareholders owning more than 10% of the Company’s voting rights and (ii) a subsidiary of the Company (within the meaning of Article L.233-3 of the French Commercial Code). In accordance with the said Article, agreements entered into in the normal course of business on arm’s length terms are excluded from this assessment.

 

Procedure for identifying related-party agreements and assessing agreements entered into in the normal course of business and on arm’s length terms

In accordance with the provisions of Article L.22-10-12 of the French Commercial Code, the Board of Directors, at its meeting of February 25, 2020, adopted an internal procedure relating to the identification of related-party agreements at the Company level, and providing for regularly assessments of agreements entered into in the normal course of business and on arm’s length terms in order to obtain assurance that they indeed meet these conditions.

The first section reviews the legal and regulatory provisions in force in this area, setting out the identification criteria and the control procedure applicable to related-party agreements, and the disclosure obligations for related-party agreements, as well as other agreements (conventions dites libres) for which the said control procedure does not apply (in particular when the agreement in question is entered into the normal course of business and on arm’s length terms).

The second section deals with the internal information process relating to any prospective agreement liable to constitute a related-party agreement or another agreement (convention dite libre) and its assessment by the relevant departments, in particular the Group Legal Department and the Group Finance Department, for classification purposes. People with a direct or indirect interest in the agreement do not participate in the assessment process.

Lastly, it is planned that an item on the agenda of the Board of Directors will regularly (at least once a year) be devoted to the implementation of this procedure. A report is given of the agreements classified as agreements entered into in the normal course of business and on arm’s length terms, and how the procedure was applied. Any difficulties encountered and, if necessary, the updating of this procedure is also discussed.

At its meeting of February 21, 2022, the Board of Directors discussed this item on the agenda and notably decided that, as things stood, there was no need to update the procedure.

 

6.1.1.12 Committees of the Board of Directors

Article III.1 of the Internal Regulations of the Board of Directors:

Board discussions and decisions for specific issues are prepared, in certain areas, by specialized Board committees composed of Directors appointed by the Board for the duration of their term of office as Director. These committees examine matters falling within their terms of reference, or where applicable, any matters referred to them by the Chairman of the Board of Directors, and report regularly to the Board of Directors on their work and inform the Board of Directors of their observations, opinions, proposals or recommendations.

To assist them in their work, the Board committees may commission technical reports from the Company’s senior executives or external consultants (at the Company’s expense). In both cases, the Chairman of the Board of Directors or the Board of Directors must be informed beforehand. The committees shall be responsible for reporting to the Board of Directors. The committees may also arrange meetings with the Company’s senior executives responsible for the areas under review, with or without the Chairman of the Board of Directors and the Chief Executive Officers (dirigeants mandataires sociaux) being present, subject to prior notification to the Chairman of the Board of Directors or the Chief Executive Officer.

There are three standing committees of the Board:

  • the Audit and Risks Committee;
  • the Commitments Committee; and
  • the Compensation, Appointments and CSR Committee.