Corporate governance report Supervisory Board practices – Activities in 2024 02 2.2.9.3 Activities in 2024 The Committee met seven times in 2024, on February 8, April 22 (two meetings), July 22 (two meetings) and December 10 (two meetings), including three joint meetings with the CSR Committee (including two unscheduled meetings at the beginning of the year), with an overall attendance rate of 100%. The main purpose of the meetings held in 2024 was to review: n The audited parent company financial statements for 2023, the parent company projections prepared in accordance with French law, and the audited consolidated financial statements for 2023, presented by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. It noted that the audit of the accounts had gone smoothly. The Statutory Auditors reported to the Committee on their audit, noting that they would be issuing an unqualified opinion, without any emphasis of matter, on both the separate and consolidated financial statements. They also submitted their written report to the Audit Committee. n The interim consolidated financial statements for the six months ended June 30, 2024 and the information on the parent company projections prepared in accordance with French law, presented by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. The Committee performed a detailed review of the Group's results for the first half of 2024 and discussed with the Statutory Auditors the nature and conclusions of their work. The Statutory Auditors reported to the Committee on their review of the interim financial statements for the six months ended June 30, 2024. Their review report did not contain any qualifications or emphasis of matter. n Preparation of the 2024 accounts closing, based on a presentation by the Manager and Chief Financial Officer, the Deputy Chief Financial Officer and the Senior Vice President, Accounting. n Risk management and internal control systems (covering selfassessments, controls, status of action plans, a comprehensive analysis of risks and their impacts, and the 2025 action plans), presented by the Executive Vice President, Risk Management, Internal Audit and Quality and the Head of Internal Control; n The internal audit plan and the results of audits carried out in 2024 presented at quarterly meetings of the Committee by the Group's Internal Audit and Risk Management Director. n The proposed Audit Committee work program for 2025. n In early 2025, the Committee met to review the audited parent company financial statements for 2024, the parent company projections prepared in accordance with French law, and the audited consolidated financial statements for 2024, presented by the Manager and Chief Financial Officer. n The Committee's work also covered the following areas: l preparation of the first Sustainability Statement in compliance with the CSRD (several joint meetings with the CSR Committee): presentation by the Finance Department’s head of Sustainable Finance of the work on the indicators, the structure and wording of the report, and the discussions with the auditors responsible for certifying the sustainability information; presentation, by the auditors responsible for certifying the sustainability information (at one of the meetings), of an overview of the latest regulatory changes and their audit plan; l double materiality assessments (several meetings, including some held jointly with the CSR Committee): progress report and review of the double materiality assessments, comprising a comprehensive review of identified IROs and the corresponding KPIs, discussions by the Manager and Chief Financial Officer, the Group's Audit and Risk Management Director and the Head of the Corporate Sustainable Development and Impact Department with the auditors responsible for certifying the sustainability information on the status of their work and their audit plan; l free cash flow management: presentation by the Manager and Chief Financial Officer and the Senior Vice President, Finance of initiatives to improve the forecasting and management of the Group’s working capital requirement; l changes to the applicable guidelines on fraud risk, content of the fraud action plan and the results of investigations carried out in 2023, discussion of significant cases of fraud, presented by the Group Chief Compliance Officer; l analysis of incidents reported on the Group Ethics Hotline in 2023, changes to the Group’s internal investigation system, report on the activities of the Group Ethics Committee and the 2024 action plans, presented by the Group Chief Compliance Officer; l review of the application of the Group’s transfer pricing policy and changes to this policy in response to the international corporate tax reform, presented by the Senior Vice President, Tax; l review of Michelin’s first Tax Transparency Report, published ahead of the deadline set in the Country by Country reporting (CbCR) regulations, presented by the Manager and Chief Financial Officer and the Senior Vice President, Tax; l recent achievements and next steps in the Group's program to transform transactional processes (stemming from the Downstream OPE Program), presented by the OPE Program Director. The Chairman of the Audit Committee reported to the Supervisory Board on the Committee's work on February 9, April 23, July 23 and 24, and December 11, 2024. 102 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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