Verwaltungsrat

Directors were asked to evaluate themselves individually with respect to their general, sector-specific or cross-sector skills based on a scale including several levels of expertise, which was developed by the Company and approved by the Lead Director. The table below shows the areas in which directors feel they have expertise (◊◊) or familiarity (◊), illustrating the Board’s collective proficiency in relation to all subjects that may come up in the course of its work:

Activities in 2023

In 2023, the Board held seven ordinary meetings and no extraordinary meetings. Most of the directors attended Board meetings in person, with some of them taking part remotely via videoconferencing.
The overall attendance rate for directors at Board meetings held in 2023 was 100%.
The table below provides details on individual attendance rates for all directors at Board meetings as well as the meetings of its committees.

C: Chairman; M: Member.
^(*) Until 13 April 2023.
^(**) From 13 April 2023.

Changes in the composition of the Board

At the 2023 Shareholders’ General Meeting, the resolutions to renew the terms of office of Caroline Gr.goire Sainte Marie as Director and of Dominique Muller as Director representing employee shareholders, as well as to appoint Carlos F. Aguilar and Annette Messemer as Directors, were all passed. The terms of office of Robert Castaigne, Ana Paula Pessoa and Pascale Sourisse as Directors ended at the close of this same meeting.

At the Shareholders’ General Meeting of 9 April 2024, a resolution will be put to the vote to renew Benoit Bazin’s term of office as Director. The Board has recommended the renewal of Mr Bazin’s term of office due to his skills, his independence and his strong involvement in the work of the Board and its committees, through his service as Chair of the Strategy and CSR Committee and as a member of the Appointments and Corporate Governance Committee. At the close of the Shareholders’ General Meeting of 9 April 2024 and provided that all the resolutions put to the vote at that meeting are passed, the characteristics of the Board’s membership will be unchanged from those at 31 December 2023:

The members of the Board have experience and expertise in the following areas:

Text version

The table below highlights the changes in the Board’s composition having occurred in 2023 and those that will occur in coming years:

X: Elected by shareholders at the Shareholders’ General Meeting.

 ◊: Designated in accordance with the Articles of Association.

Procedure for the selection of new Board members

The Board of Directors pays great attention to the selection of its members. The Board’s composition must offer the best diversity and reflect, as much as possible, experiences in the various geographic regions where the Group operates, covering a range of technical and complementary skills and expertise, and include members fully familiar with the Group’s activities.

On this basis, the Appointments and Corporate Governance Committee submits its proposals to the Board for the selection, possibly with the assistance of an outside recruitment firm, of candidates contributing to the renewal of the Board’s composition, bearing in mind the following criteria in particular, while aiming to maintain a high proportion of independent members:
– professional experience;
– knowledge of the Group or its industry sectors;
– experience in geographical areas that are strategic for the Group;
– skills, particularly in management, acquired within large international companies, whether based in France or abroad;
– financial and accounting expertise;
– skills in the areas of CSR, R&D and digital transformation;
– sufficient availability.

The Board of Directors and the Appointments and Corporate Governance Committee regularly evaluate the composition of the Board and its committees as well as the various skills and experiences each of their members bring to their positions. Approaches and guidelines are also identified in order to guarantee the best balance possible by aiming to ensure a complementary set of profiles from the perspective of international experience, skills and backgrounds.

Training of Board members

When new directors take office, they receive legal and financial information relating to the Group, which is frequently updated. They also take part in meetings with the Group’s main senior executives.
In addition, as the Group is active in multiple sectors and geographies, directors regularly receive presentations on its businesses and on the ways in which they are addressing sustainable development challenges. These are either presentations on topics relating to more than one business or presentations dealing with a specific business. They are given during Strategy and CSR Committee meetings (held at least seven times a year), which all directors are welcome to attend, with access to all documentation and voting rights. The overall attendance rate for Board members at these meetings is very high (over 90%), an indication of the level of interest they generate among Board members. Lastly, directors take part in visits to operating sites and worksites. In October 2023, for example, they visited the construction site for the Fehmarnbelt Fixed Link in Denmark. Via a specific platform, they are given access to all information necessary to perform their duties (reference documents and guides issued by the Company and specific documents made available for each meeting of the Board and of the committees of which they are members).

The Directors representing employees and the Director representing employee shareholders may dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members. They are entitled to receive appropriate training, in accordance with applicable legal provisions and the recommendations of the Afep-Medef code.