02 Corporate governance report Supervisory Board practices – Activities in 2024 Pascal Vinet, a member of the Supervisory Board since May 17, 2024, served until December 2024 as Executive Vice-President of the Air Liquide group, overseeing the Europe Industries Hub, the Africa/Middle East/India Hub, the Industrial Merchant World Business Line and the Group Safety & Industrial Systems corporate function. The Committee therefore examined Michelin’s business relationship with the Air Liquide group. Air Liquide’s industrial gas supplies to Michelin represent only a small proportion of Michelin's total purchases(1), and their contribution to the Air Liquide group’s total sales is not material. Consequently, the Committee proposed considering that Pascal Vinet's indirect business relationship with Michelin by virtue of his position with the Air Liquide group was not material. The Committee examined the situation of Wolf-Henning Scheider, member of the Executive Committee of Partners Group AG (a private equity firm), responsible for private placements and Executive Director for Sustainability, to identify any possible conflict of interest that could result from the proximity of some of Partners Group’s activities to the scope of Michelin’s M&A strategy. After examining factors such as the characteristics of Partners Group’s business and its markets, and Wolf-Henning Scheider’s functions within the company, the Committee decided that these factors did not lead to the conclusion that Wolf-Henning Scheider was permanently exposed to a material conflict of interests. In any event, if information about these businesses that was considered sensitive for both groups was presented to the Supervisory Board, Wolf-Henning Scheider would inform the Chair of the Supervisory Board and step aside during the communications, discussions and decisions concerned, in line with the Board's internal rules. Delphine Roussy and Jean-Christophe Laourde, Supervisory Board members representing employees, are employees of MFPM. The Committee considered that they could not be qualified as independent because of the implicit requirement for them, as Michelin employees, to demonstrate loyalty to the Group. The Committee analyzed the situation of Barbara Dalibard, member of the Board of Directors of Rexel and Chair of CGEM's Supervisory Board since 2021, based on the independence criterion related to the period served on the Board. The Committee noted Barbara Dalibard's independent mindset, her experience and her conspicuous participation in the work of the Board and the regular discussions with the Managers and the Non-Managing General Partner (SAGES). The Committee confirmed its previous analyses and considered that since Barbara Dalibard had served on the Board for an uninterrupted period of 12 years, she could no longer be considered as independent for this reason alone. Having reviewed the Compensation and Appointments Committee's analyses, the Supervisory Board ruled that all of its members – with the exception of the members representing employees (Delphine Roussy and Jean-Christophe Laourde), and Barbara Dalibard – are independent based on the criteria in the AFEP/MEDEF Code. These independent members represent just under 89% of total Supervisory Board members (excluding employee representatives), a significantly higher proportion than the 50% recommended in the AFEP/MEDEF Code, which states that half of the Board members of widely-held corporations without controlling shareholders should be independent. Criteria(1) Barbara Dalibard JeanPierre Duprieu Aruna Jayanthi AnneSophie de La Bigne Patrick de La Chevardière JeanChristophe Laourde Thierry Le Hénaff Monique Leroux Delphine Roussy WolfHenning Scheider JeanMichel Severino Catherine Soubie Pascal Vinet Criterion 1: Supervisory Board member representing employees in any of the past five years ✔ ✔ ✔ ✔ ✔ ✖ ✔ ✔ ✖ ✔ ✔ ✔ ✔ Criterion 2: Cross directorships ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 3: Material business relationship ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 4: Family ties ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 5: Statutory Auditor ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 6: More than 12 years served on the Board ✖ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 7: Non-executive Supervisory Board member ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Criterion 8: Representative of a major shareholder ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ (1) In this table, ✔ denotes an independence criterion that is met and ✖ denotes an independence criterion that is not met. (1) Industrial gas supply contracts are regularly put out to tender, with the choice of supplier made collegially by several Michelin Group entities. 97 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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