_122 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Management and Supervisory Board compensation policies for 2024 3.3.3 Compensation policy: members of the Supervisory Board This section describes the components of the compensation policy applicable to the members of the Supervisory Board. These components are presented in a proposed resolution approved by the General Partners that will be submitted for shareholder approval at the Ordinary Shareholders Meeting called to approve the 2023 financial statements (7th resolution). An annual fixed amount of compensation may be awarded to the Supervisory Board and allocated among its members (including the Chair) on a basis decided by the Board in accordance with the compensation policy. The compensation policy has been expanded to also provide for the payment of fixed compensation to the Board's Chair. The compensation components were determined by the Supervisory Board on the recommendation of its Compensation and Appointments Committee. 3.3.3.1 Chair of the Supervisory Board Under French law, the Supervisory Board is responsible for exercising permanent control over the management of the business; however, the Company's Bylaws have significantly expanded the Board's role and responsibilities to include: ● assessing the quality of management; ● playing an important role in succession planning and the appointment of the Managers; ● assessing certain major transactions such as business acquisitions. The role of the Chair of the Supervisory Board, elected by the Board members, is to: ● coordinate and lead the work of the Board, especially the activities listed in the Bylaws; ● actively participate in the Company's governance, playing a major role and devoting most of her or his time to this, 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. Barbara Dalibard, who succeeded Michel Rollier as Chair of the Supervisory Board in May 2021, was re-appointed to this position in May 2023 following her re-election as Supervisory Board member by the Annual Shareholders Meeting. Following the increase in the annual compensation of the Chair of the Supervisory Board, presented by the Board in the 2023 Compensation Policy and approved by the Annual Shareholders Meeting of May 12, 2023(1), on the recommendation of the Compensation and Appointments Committee, the Supervisory Board (with the Chair abstaining) has decided to roll over the 2023 Compensation Policy to 2024. It also decided to set the fixed annual compensation of the Chair of the Board at €400,000, breaking down as compensation for her duties as Chair (€350,000) and compensation as a member of the Board (€50,000)(2). (1) The 2023 compensation policy was approved by the Annual Shareholders Meeting of May 13, 2022 (7th resolution, adopted by a 99.65% majority of the votes cast). The policy is presented in the 2022 Universal Registration Document (page 114). (2) This compensation amount has been set for the entire duration of Barbara Dalibard's duties as Chair of the Supervisory Board.
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