2023 Integrated Annual Report

2023 BOARD ASSESSMENT: CONCLUSIONS AND PRIORITIES FOR 2024

With respect to 2023, the Lead Independent Director conducted an internal assessment which focused particularly on the composition of the Board of Directors, its activities and the individual contribution of directors. Following this assessment, the Board of Directors set the following priorities for 2024:

• Oversight of medium-term strategic direction Continued increased involvement of the Board in the definition and oversight of strategic priorities, both during the annual strategic seminar and at Board meetings.
• Oversight of acquisitions More in-depth oversight of acquisitions and their integration at Board level, in addition to the work performed by the Strategy & CSR Committee.
• Talent management Even greater involvement of the Ethics & Governance Committee and the Board of Directors in talent management and succession plan issues. Continuation of meetings with Group operating managers during Board meetings or training sessions.

ONGOING TRAINING FOR DIRECTORS

The Board organized a range of specific training sessions throughout the year to help directors increase their knowledge of the Group (through presentations of its ecosystem, challenges, businesses, offerings and some of its regions) and its competitive environment, as well as recent market disruption trends and technological developments. In 2023, presentations were made before or during Board of Directors’ meetings and at the annual strategy seminar. These primarily focused on the latest technology trends (generative artificial intelligence, quantum and new technologies in financial services), challenges in attracting and retaining talent, cybersecurity and the Group’s competitive environment. There were also more operations-based presentations, focusing on Group strategy in the consumer goods sector, the “Cloud Infrastructure Services” business line, the Group’s portfolio of offerings, Group offerings in sustainable development and intelligent industry, as well as the Group’s activities in the United States. Furthermore, an in-depth presentation of the Group’s climate strategy and net zero program was also made to members of the Board of Directors in 2023, in addition to the annual meeting focusing on the roll-out of the Group’s CSR strategy. The Board members also meet regularly with the members of the Group Executive Board during Board and Committee meetings. Each year a Board meeting dedicated to strategy is held in the form of a seminar and invites key managers of the Group to contribute to Board discussions.

2023 SHAREHOLDERS’ MEETING

The 2023 edition took place with the physical presence of shareholders. The Board of Directors wished to retain the time set aside for shareholders’ questions by offering the possibility for shareholders unable to attend to ask questions live and remotely. The Shareholders’ meeting was streamed live, with a replay subsequently available.

COMPENSATION OF EXECUTIVE CORPORATE OFFICERS

The compensation policies for the Chairman and Chief Executive Officer were approved by the Board of Directors on February 13, 2024 on the recommendation of the Compensation Committee. The 2024 Chairman of the Board of Directors’ compensation policy includes an annual fixed compensation for his term of office as Chairman of the Board, as well as compensation for attendance at Board meetings. The compensation policy for the Chief Executive Officer is summarized below and on the next page.