Universal Registration Document 2021

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Preparation and organization of the Board of Directors’ work 4.1.2 [102-18] [102-26] [102-31]

4.1.2.1

COMPLIANCE WITH THE AFEP-MEDEF CORPORATE GOVERNANCE CODE [102-12]

ORGANIZATION OF THE BOARD OF 4.1.2.2 DIRECTORS’ WORK – INTERNAL BOARD REGULATIONS [102-18] [102-19] [102-20] [102-21] [102-23] [102-26] [102-27] [102-31] The Board of Directors reviews at least once a year its membership, organization, operation and committees. In 2021, committees’ memberships were reviewed in May. The preparation and organization of the Board of Directors’ work are described in the Board of Directors’ Internal Regulations, the main provisions of which are summarized below (for the full Board of Directors’ Internal Regulations, see sub-section 4.1.4: “Internal Board Regulations” of this Universal Registration Document).

The Company refers to the AFEP-MEDEF Corporate Governance Code, last updated on January 2020 and available on the website of both the AFEP (www.afep.com) and the MEDEF (www.medef.com), for the preparation of the report required by Article L. 225-37 of the French Commercial Code. The Company complies with all recommendations of the AFEP-MEDEF Corporate Governance Code except the one mentioned in §25.3.3 applicable to Long-term compensation of executive officers and according to which the Board of Directors should ensure that awards are made at the same calendar periods (1) .

The Board of Directors Powers vested by law determines the Group’s strategic directions and ensures their implementation. In doing so, the Board shall act in accordance with the corporate • interest and shall take into account social and environmental matters; examines all matters relating to the proper functioning of the Company and decides on all issues that impact it; • carries out all audits and controls that it deems necessary; • deliberates on an annual basis on Company policy regarding equal employment and wages; • authorizes any regulated agreements on a preliminary basis; • appoints the Chairperson of the Board of Directors and sets his/her compensation; • appoints the Chief Executive Officer and sets his/her compensation. • Additional powers arising from Internal Board Regulations can elect one or two Vice-Chairpersons; • may select up to two Board Observers ( Censeurs ); • approves the Strategic Plan prepared and presented by the Chief Executive Officer; • oversees the quality of the information supplied to shareholders and to the markets, in particular through the financial statements and • in connection with major transactions; performs regular reviews of opportunities and risks, including risks of a financial, legal, operational, social or environmental nature, and assess • their impact on the strategy determined by the Board and the measures taken as a consequence, and to that end receive all information necessary to fulfil its remit, especially from the Executive Officers; ensures the compliance of the Group with all regulations relating to bribery and influence peddling and any other compliance matter; • obtains assurance that senior management is applying a policy of non-discrimination and diversity, especially in terms of gender balance on • executive bodies; seeks assurance that the cyber risk management program is adequate and reduces the risk of attacks and, when necessary, will detect, respond • and recover from any attack that may happen;

Comply or explain: see the corresponding explanation in section 4.2.4.2 of this Universal Registration Document. (1)

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