3 _83 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies 3.1.3.3 Diverse profiles and experiences represented on the Board - Gender balance on management bodies Diverse profiles and experiences represented on the Supervisory Board In line with the values of the Group and of its regions, the Supervisory Board consistently endeavors to propose candidates from diverse backgrounds and cultures and with diverse experiences, so that its membership is balanced and aligned with its role and responsibilities. The main terms of the diversity policy are proposed by the Compensation and Appointments Committee. The policy is applied by the Committee and the Supervisory Board to manage Supervisory Board succession plans and for the assessment of the Supervisory Board's practices. The Committee and/or the Supervisory Board are regularly assisted by recognized outside consultants. The Supervisory Board diversity policy for 2022 is described below, as required by Article L. 22-10-10-2° of the French Commercial Code. Criteria Objectives confirmed in 2023 Implementation method 2023 results Age limit No more than one third of Supervisory Board members to be aged 75 or over. No candidates aged 75 or over should be proposed for election or re-election at the Shareholders Meeting if their election or re–election would result in the one-third limit being exceeded. All members are under 75 years of age. Supervisory Board gender equality At least 40% of Board members should be women, as required by Article L. 22-10-74 of the French Commercial Code. Board to recommend that the Shareholders Meeting re-elect incumbent women members and elect women candidates to replace women who are stepping down. The candidates recommended by the Supervisory Board and elected by the Annual Shareholders Meeting had no impact on the proportion of women on the Board, which is unchanged at 45%, including Barbara Dalibard who has been Chair of the Supervisory Board since May 2021. Availability/attendance Members should demonstrate, through their availability and attendance rate at meetings of the Board and Board Committees, that they devote the necessary time and attention to their duties (going beyond the statutory requirements and the requirements of the AFEP/MEDEF Code concerning multiple directorships). An objective to restrict the number of board directorships and chairmanships or executive positions in other listed companies. The majority of each member's compensation is tied to his or her attendance rate at meetings of the Supervisory Board and its Committees. Incumbent Board members will not be proposed for re-election if their average attendance rate at scheduled meetings was less than 85% over the last three years of their term of office. The attendance rate was 100% in 2023 for scheduled meetings of the Supervisory Board and its Committees. The average attendance rate of the incumbent Board members proposed for re-election and re–elected was at least 96% over the last three years of their term of office. Only a limited number of members also hold directorships, chairmanships or executive positions in other listed companies. Qualifications/professional skills and expertise/ international outlook/ adherence to the Group's values Board members should offer an appropriate overall combination of academic qualifications, professional experience in the areas of manufacturing, finance, internal control, digital technology and leadership of major international listed groups, and adherence to the Group's values. For 2023, the objective is to consolidate/strengthen the expertise in digital technologies and international management represented on the Board. Decisions concerning candidates to be proposed for re-election or election to the Supervisory Board by the Shareholders Meeting focus on strengthening the qualifications and experience represented by Supervisory Board members in the areas of executive management and new technologies. The Chair and the majority of members of the Audit Committee are selected for their academic qualifications and international Recommendation and decision to re-elect Barbara Dalibard and Aruna Jayanthi, who will continue to contribute their expertise (as described in their biographical information at the end of this chapter) to the work of the Supervisory Board. Proportion of foreign nationals on the Board maintained at 33%.
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