35 3. BOARD OF DIRECTORS 3.1. GENERAL INFORMATION As of 31 December 2022, the Board of Directors of CFM Indosuez Wealth had nine members, appointed by the Ordinary Annual General Meeting for a period of three years (one year for directors over 65 years old). No board members sit on CFM Indosuez Wealth’s Executive Committee. Board members are appointed for their integrity and expertise. which are assessed based on their background, knowledge and experience. They are assessed on the basis of their training, knowledge and experience. As a whole, the Board of Directors must possess the necessary skills in its key areas of responsibility. Membership requirements follow the rules set by the ACPR (French Prudential Supervision and Resolution Authority). The Board of Directors has three specialised Committees: the Audit and Risk Committee, the Appointments Committee and the Remuneration Committee. On their appointment, new directors receive a welcome pack including documents on the governance of corporate bodies, the Bank’s charter and the audit and risk control scope. Directors receive regular training and updates. 3.2. MEMBERS • Eric Vial, Chairman of the Board since 19 May 2022 and Director since 12 March 2020, • Bastien Charpentier, director since 13 December 2017, member of the Audit and Risk Committee • Meriem Echcherfi, director since 19 May 2022, • Benoit Fayol, drector since 15 March 2022, member of the Audit and Risk Committee • Hervé Husson, director since 07 October 2016 • Pierre Masclet, director since 12 December 2019 • Guilhem Nouvel-Alaux, director since 19 May 2022 • François Veverka, director since 21 March 2017 and Chairman of the Audit and Risk Committee. 3.3. ORGANISATION 3.3.1. Operation As a general rule, the Board of Directors meets four times per year and, if necessary, holds special meetings. The work of the Board is based on files prepared by its Secretary. Its meetings follow a pre-established agenda and are subject to minutes signed by the Chairman and one other director.F The Board of Directors functions in accordance with the company’s articles of association and its internal rules. The internal rules set out principles and best practices of corporate governance designed to ensure the quality of Board’s work, such as obligations of confidentiality, independence, loyalty and duties in respect of inside information and conflicts of interest. Directors with a conflict of interest must report the conflict and abstain from taking part in decisions. The Board of Directors met four times in 2022. 3.3.2. Remit The Board of Directors is the administrative body in charge of senior management, high-level risk monitoring and the adequacy of the Bank's management control system. Accordingly, it deals with major issues relating to strategy, general policy, management and the oversight of activities and risks. The Board approves the resources, organisation and planning needed to implement the strategy and general policy, based on proposals made by the Executive Committee, as appropriate. It is also responsible for finance, methods of accounting and financial control based on fixed objectives, the preparation of the annual activity report, the approval of the annual budget and the setting of financial objectives for the year, including equity planning and liquidity risk tolerance. In addition, the Board is responsible for ensuring the adequacy of resources, governance and oversight and that standards are observed (compliance). It makes decisions on matters related to the Bank’s administration referred to it by members of the Executive Committee and other issues brought before it by the specialised committees. Among other things, it decides on changes to the Bank’s activities, structures and strategic or property investments, such as the creation, acquisition or disposal of subsidiaries and ownership interests, the opening or closing of branches and representative offices, the acquisition or disposal of new businesses and the sale or purchase of buildings. It also makes the necessary decisions regarding legal and regulatory provisions, specifically in the areas of corporate governance, human resources, risk management and internal control. The Board of Directors delegates some of its tasks to its Specialised Committees, to the extent allowed by laws and regulations.
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