_100 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Supervisory Board practices – Activities in 2023 3.2 SUPERVISORY BOARD PRACTICES – ACTIVITIES IN 2023 3.2.1 General activities In addition to the six meetings initially scheduled, the Board held three further meetings in 2023, 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: ● Update on the Group's business and financial position: ● quarterly financial information, interim and annual results, scorecards, corresponding press releases and recommended dividend; in particular, the Board examined the 2022 financial statements at its February 10, 2023 meeting, ● internal control and risk management, ● acquisitions in progress and M&A monitoring (several meetings), ● digital transformations; ● Strategic overview: ● strategy seminar (several meetings): detailed business review focused on each of the three main strategic objectives, acquisition projections, 2030 strategic plan, ● social and people aspects, including training initiatives to prepare employees for the transformation of their professions, ● industrial strategy, including the net zero roadmap (“0 CO2”), ● strategies and opportunities in the electric vehicle market, ● perception of Michelin by the financial markets; ● Corporate officers' compensation: ● results of the performance criteria used to determine the Managers' variable compensation for 2022, ● 2023 variable compensation criteria and performance objectives and performance share plan criteria; ● Group compensation policies; ● Manager succession plan: ongoing planning process proposed with the Chairman of the Non-Managing General Partner (SAGES), within the framework described in section 3.1.4 of this report; ● Membership and practices of the Supervisory Board and its Committees: ● review of candidates standing for re-election to the Supervisory Board, ● Supervisory Board members' independence, ● assessment of Supervisory Board practices, ● preparation of the Corporate Governance Report and the Annual Shareholders Meeting ● Shareholder dialog: ● during the annual Governance Roadshow organized with the main investors, presentation of Michelin’s governance and discussion of the social, societal and environmental challenges(1), ● at the Annual Shareholders Meeting, 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; ● reports of the Audit Committee, Compensation and Appointments Committee and CSR 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: ● coordinate and lead the work of the Board, especially its Bylaws activities; ● actively participate in the Company’s governance, in particular: ● through continuous contact and regular meetings with the Managers, as well as with the Non-Managing General Partner (SAGES) and its representatives, to ensure seamless governance, ● by regularly proposing and implementing better interactions, drawing on her or his experience and the proposals resulting from periodic assessments of Supervisory Board practices, ● by talking directly to investors about the characteristics of Michelin's governance during governance roadshows. (1) Available from the Group's website www.michelin.com.
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