3 _111 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Supervisory Board practices – Activities in 2023 3.2.10.3 Activities in 2023 The Compensation and Appointments Committee met three times in 2023 – on February 6, April 24 and October 23, with an overall attendance rate of 100%. The Committee's work mainly covered the following issues: ● Manager succession plan: ongoing planning process conducted with the Chairman of the Non-Managing General Partner (SAGES), within the framework described in section 3.1.4 of this report. ● Executive officers' variable compensation. At the beginning of 2023, the Committee analyzed and submitted to the Supervisory Board its conclusions concerning the achievement rates for the performance criteria applicable to the performance-based components of compensation awarded by the Company to the Managers and the Chair of the Supervisory Board for 2022, prior to these conclusions being submitted to the General Partners (SAGES, Non‑Managing General Partner, and Florent Menegaux, General Partner and Managing Chairman); these components were put to the vote and approved at the Annual Shareholders Meeting of May 12, 2023 (8th to 10th resolutions). The Committee analyzed and recommended to the Supervisory Board the 2023 compensation policy for the Managers submitted to the Annual Shareholders Meeting of May 12, 2023, which approved the corresponding resolution (6th resolution). In early 2024, the Committee analyzed the various components of the Managers' variable compensation and noted the achievement rates for the applicable performance objectives (annual, performance shares, etc.). It then presented its conclusions and recommendations to the Supervisory Board. ● Compensation of the Supervisory Board members. Based on the Committee's recommendation, the Supervisory Board examined the compensation awarded to its Chair in 2022 and decided on the compensation components to be put to the vote at the Annual Shareholders Meeting of May 12, 2023, which approved the corresponding resolutions (8th and 11th resolutions). The Committee analyzed and recommended to the Supervisory Board the 2023 compensation policy for the Chair and members of the Supervisory Board (including specific compensation for the duties of the Chair of the Board), submitted to the Annual Shareholders Meeting of May 12, 2023, which approved the corresponding resolution (7th resolution). ● Supervisory Board members' independence and any conflicts of interest. The Committee performed its annual review of the Supervisory Board members' independence, by examining in particular whether there were any business relationships between the members and the Company that could be qualified as material(1). ● Executive management succession plan. The Compensation and Appointments Committee of the Supervisory Board periodically reviews the succession plans and career plans of the Group's executive management team, the Managers and current or potential future members of the Executive Committee, in order to ensure a smooth succession to these positions when the time comes or to deal with any crisis situation. To the above ends, for several years now the Compensation and Appointments Committee, led by its Chair, and with the Senior Independent Supervisory Board Member, has analyzed the performance appraisals of key executives prepared by management with the assistance of an independent firm of consultants. The Chair of the Committee has held very instructive discussions with these consultants. ● Talent management, diversities and inclusion. In 2023, the Compensation and Appointments Committee reviewed the changes in the membership of the Group Executive Committee, the talent management policy and the action plans to promote diversity and inclusion, not only at senior management level but also throughout the Group. ● Supervisory Board succession plans and recommendations concerning the proposed election/re-election of Supervisory Board members at the Annual Shareholders Meetings of May 12, 2023 and May 17, 2024. At the Supervisory Board's request, the Committee reviewed the proposed re-elections of Supervisory Board members. A description of the Committee's work and recommendations to the Supervisory Board is provided in: ● section 7.2 of the 2022 Universal Registration Document (Supervisory Board's report on the proposed resolutions) for the re-elections proposed at the Annual Shareholders Meeting of May 12, 2023; ● section 7.2 of the 2023 Universal Registration Document (Supervisory Board's report on the proposed resolutions) for the elections/re-elections proposed at the Annual Shareholders Meeting of May 17, 2024; and ● section 3.2.4 of this report for the follow-up of the succession plan for Supervisory Board members. ● The variable compensation policy. As in prior years, the Committee reviewed the Group's variable compensation and performance share policies, as well as changes to these policies. The Chairman of the Committee reported to the Supervisory Board on the Committee's work on February 10, April 25 and December 15, 2023. (1) See the detailed description in section 3.2.6 of this report.
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