Corporate governance 5 Composition and 1. operation of the governing bodies 154 Composition of the Board 1.1 of Directors 154 Members of the Board of Directors 1.1.1 154 Independence, diversity policy and 1.1.2 representation of employee shareholders and employees on the Board of Directors 163 Conflicts of interest and 1.1.3 statements regarding members of the Board of Directors 166 Re-election of the Board of 1.1.4 Directors and changes in its composition 166 Operation of the Board 1.2 of Directors 169 Governance structure: evolution in 1.2.1 governance and succession of the Chief executive officer since July 1, 2021 169 Operating rules of the Board of 1.2.2 Directors – internal rules 170 Principal activities of the Board 1.2.3 and its committees during fiscal year 2021 172 Assessment of the Board’s 1.2.4 performance 178 Director integration pathway 1.2.5 180 The Group’s Senior Management 1.3 180 Separation of functions since 1.3.1 July 1, 2021: Chairman of the Board of Directors and Chief executive officer 180 Executive Committee 1.3.2 180 Compensation of the 2. management and governing bodies 181 Directors’ compensation 2.1 181 Compensation policy for Directors 2.1.1 (Say on Pay ex ante) 181 Compensation components paid to 2.1.2 Directors during the 2021 fiscal year or granted in respect of the same fiscal year, subject to the approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex post) 182 Compensation of Executive 2.2 corporate officers 183 General principles of the 2.2.1 Compensation policy for Executive corporate officers 183 Compensation and benefits 2.2.2 allocated to the Executive corporate officers 183 Compensation components paid to 2.2.3 the Executive corporate officers during the 2021 fiscal year or granted in respect of that fiscal year, subject to approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex post) 194 Compensation policies for 2.2.4 Executive corporate officers subject to the approval of the General Shareholders’ Meeting of June 2, 2022 (Say on Pay ex ante) 202 Compensation ratios 2.2.5 210 Compensation of members of 2.3 the Group’s Senior Management 215 Long-term compensation plans 2.4 (performance shares, stock options and performance units) 215 Attribution policy 2.4.1 215 Performance Share Plans 2.4.2 216 Stock option plans 2.4.3 219 Performance unit plans 2.4.4 220 Company stock traded 3. by corporate officers 221 Report of the Board of 4. Directors on corporate governance (Articles L.225- 37 et seq. and L.22-10-10 et seq. of the French Commercial Code) 222 Statutory Auditors’ special 5. report on related-party agreements 223
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