2024 Integrated Annual Report

37th America’s Cup

2024 Board assessment: conclusions and priorities for 2025

With respect to 2024, 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 2025:

  • Strategy Continued increased involvement of the Board in the definition and oversight of strategic priorities and more in-depth monitoring of acquisitions, activity development in the United States and new business priorities.
  • Composition of the Board of Directors Planning of the reappointment and replacement of Directors during the period 2025-2026, particularly taking account of the staggered renewal of terms of office, the composition of committees and the diversity of profiles.
  • Talent management Greater oversight by the Ethics & Governance Committee and the Board of Directors of succession and career development plans for the Executive Committee and talent management.

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 on 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 2024, in addition to operating presentations and issues discussed during Board meetings (described in the section on the activities of the Board), two training sessions were organized ahead of Board of Directors’ meetings. These primarily focused on synthetic biology, the Group’s offerings in the life sciences sector, market trends and market analysts, the Group’s operating model with regard to staffing, and current transformation programs within the Group. 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 key managers of the Group are invited to contribute to Board discussions.

2024 Shareholders’ Meeting

As in the previous year, 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 17, 2025, on the recommendation of the Compensation Committee. The 2025 Chairman of the Board of Directors’ compensation policy includes a Director’s compensation for his term of office as Chairman of the Board and as Chairman of the Strategy & CSR Committee, as well as compensation for attendance at Board and Strategy & CSR Committee meetings. The compensation policy for the Chief Executive Officer is summarized below and on the next page.

2025 annual compensation target structure of the Chief Executive Officer

This chart represents the 2025 annual compensation target structure of the Chief Executive Officer, broken down into annual and long-term components:

Annual compensation

  • Fixed compensation: 20%
  • Variable compensation: 30%

Long-term compensation

  • Performance share: 50%
  • Performance-based compensation: 80%