_84 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies Criteria Objectives confirmed in 2023 Implementation method 2023 results For 2024, the objective is to replace/strengthen the expertise in finance and industrial business management represented on the Board. experience in finance, internal control and digital technologies. The Board member skills map (matrix) is used to analyze the target composition of the Board and propose suitable candidates. More detailed examination of Corporate Social Responsibility (CSR) issues by the Supervisory Board. Size of the Supervisory Board Number of Supervisory Board members should not exceed the ten‑member cap specified in the Bylaws (not including members representing employees elected in accordance with the law), to guarantee Board efficiency by fostering effective interactions between members and between the Board and the Managers. No additional members to be proposed for election at the Shareholders Meeting, except to comply with legal requirements. No additional appointments proposed. Independence At least 50% of Supervisory Board members should be independent, based on the definition in the AFEP/MEDEF Code. The Audit Committee, Compensation and Appointments Committee and Corporate Social Responsibility Committee to be chaired by independent Supervisory Board members. As a general rule, unless an exception is duly recommended and justified by the Compensation and Appointments Committee, incumbent members will be proposed for re‑election (i) provided they fulfill the independence criteria or (ii) if they no longer qualify as independent solely because they have served on the Board for more than 12 years, provided their appointment does not increase the proportion of non‑independent members elected by the Shareholders Meeting to more than 50%. Recommendation and decision to renew the terms of office of Barbara Dalibard (who has served on the Board for more than 12 years and is therefore qualified as a non-independent member) and Aruna Jayanthi (independent member of the Board). Independence rate stable at 89% (excluding members representing employees). The Audit Committee, Compensation and Appointments Committee and Corporate Social Responsibility Committee to be chaired by independent Supervisory Board members. Employee representation on the Supervisory Board The Supervisory Board includes two members representing the employees of the Company's French subsidiaries versus eight members elected by shareholders, exceeding the requirement set out in the rules resulting from France's PACTE Act (Act No. 2019-486). Participation of members representing employees in the work of the Supervisory Board and its Committees. Delphine Roussy is a member of the Supervisory Board and its Compensation and Appointments Committee, and Jean-Christophe Laourde is a member of the Supervisory Board and its Corporate Social Responsibility Committee.
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