ORANO // Annual Activity Report 2024
5
CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company
INDEPENDENCE CRITERIA
Not to be and not to have been within the previous fi ve years: ● an employee or executive corporate of fi cer of the Company; ● an employee, executive corporate of fi cer or Director of a company consolidated within the Company; or ● an employee, executive corporate of fi cer or Director of the Company’s parent company or a company consolidated within this parent company. Not to be an executive corporate of fi cer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive corporate of fi cer of the Company (currently in of fi ce or having held such of fi ce within the last fi ve years) holds a directorship.
Criterion 1
Criterion 2
Not to be a customer, supplier, commercial banker, investment banker or consultant: ● that is signi fi cant to the Company or its group; or ● for which the Company or its group represents a signi fi cant portion of its activities.
Criterion 3
Criterion 4 Criterion 5
Not to be related by close family ties to a corporate of fi cer.
Not to have been a Statutory Auditor of the Company within the previous fi ve years.
Criterion 6 Not to have been a director of the Company for more than twelve years. Loss of the status as independent director occurs on the date that this twelve-year limit is reached. A non-executive corporate of fi cer cannot be considered independent if he or she receives variable compensation in cash or in the form of shares or any compensation linked to the performance of the Company or the group. Directors representing major shareholders of the Company, or its parent company may be considered independent, provided these shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Compensation and Nominating Committee, must systematically review the quali fi cation of a Director as independent in light of the Company’s capital structure and the existence of a potential conflict of interest. (1) For the purposes of this analysis, and considering the structure of the Company’s shareholding, directors representing, or appointed on the proposal of the French State are not deemed to meet this criterion. Criterion 7 Criterion 8 (1)
SUMMARY TABLE (1)
Independent/ Not independent
Criterion 1 Criterion 2 Criterion 3 Criterion 4 Criterion 5 Criterion 6 Criterion 7 Criterion 8
Claude IMAUVEN
√ x √ √ √ √ x √ √ √ √ √ x
√ x √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ x √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√
Independent
Nicolas MAES
√ Not independent x Not independent x Not independent x Not independent x Not independent √ Not independent
French State (Romain VALENTY)
Philippe BRAIDY
Anne-Marie DESCÔTES
François JACQ
David LECAVELIER Anne-Sophie LE LAY
√
Independent
Aurore NEUSCHWANDER
x Not independent
Patrick PELATA
√ √
Independent Independent
Marie-Hélène SARTORIUS
Cécile SELLIER Cyrille VINCENT
x Not independent √ Not independent
(1) In this table, √ means that an independence criterion is met, and X means that an independence criterion is not met.
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Orano - Annual Activity Report 2024
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