_80 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies Changes in 2023 The terms of office of Barbara Dalibard and Aruna Jayanthi expired at the close of the Annual Shareholders Meeting held on May 12, 2023. Following a review of their qualifications, on the recommendation of the Compensation and Appointments Committee, the Supervisory Board decided (without the persons concerned taking part in the decision) to recommend to the Annual Shareholders Meeting the re-election of Barbara Dalibard and Aruna Jayanthi for a four-year term (resolutions of the Annual Shareholders Meeting of May 12, 2023, adopted by a majority of 97.81% and 99.56% of the votes cast respectively). On the same day, the members of the Supervisory Board voted unanimously (with the interested parties abstaining) to re-elect Barbara Dalibard as Chair of the Board for the duration of her term of office as a member, and to re-elect Aruna Jayanthi as a member of the Audit Committee. 3.1.3.2 Role and responsibilities The Company applies the recommendations set out in the Corporate Governance Code for Listed Companies (“AFEP/ MEDEF Code”, revised version dated December 2022). In accordance with the introduction to the Code, these recommendations are adapted as necessary to reflect the Company's organization as a partnership limited by shares (“SCA”). Under French law, the Supervisory Board is responsible for exercising permanent oversight of the Company's management and assessing its quality on behalf of the shareholders, presenting a report thereon at each Annual Shareholders Meeting. 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, in particular: ● through continuous contact and regular meetings with the Managers, as well as with the Non-Managing General Partner (SAGES), 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, primarily during governance roadshows(1) organized with the main shareholders. (1) The presentation materials produced for these events are systematically posted on the www.michelin.com website.
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