Orano - Annual Activity Report 2025 290 5 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION Administration and management of the Company Individual report on the contribution of each director In accordance with the recommendations of the Afep-Medef Code (Article 11.2), the Chairman of the Board reports each year, at a private interview, on the individual contribution of each director in order to continuously improve the functioning of the Board. In 2025, the Chairman of the Board conducted these interviews so that each director was informed of the perception of his or her involvement in the work of the Board. 5.1.2.10 Committees of the Board of directors The Board of directors may establish Board committees, whose composition and powers it shall define. The role of these committees is to gather and provide the Board of directors with appropriate additional information and to facilitate decision-making by making proposals where necessary. Committees do not have any powers of their own and carry out their duties under the responsibility of the Board of directors. The composition and functioning of the committees are defined by those statutory and regulatory provisions applicable to limited liability companies, the Company’s Articles of Association, and the rules of procedure of the Board of directors. The Board of directors has four permanent committees: ● an audit and ethics committee; ● a strategy, investments and sustainability committee; ● a compensation and nominating committee; and ● an end-of-lifecycle obligations monitoring committee. The Chief Executive Officer and, where applicable, the Deputy Chief Executive Officer(s) shall attend committee meetings at the request of the Chairman of the committee concerned. This also applies to the Chairman of the Board of directors, where he or she is not a member of the committee in question. Subject to the approval of the Chairman of the committee, group employees may also be invited to attend committee meetings, in order to contribute to the items on the meeting’s order of business. The Government Commissioner and the representative of the Economic and Financial Controller General may, if they wish, also attend the meetings of the Board of directors’ committees. The committees may seek external technical advice on topics that fall within their remit, subject to approval from the Chairman of the Board of directors and with the understanding that they will share this information with the Board of directors. The committee must verify the skills and independence of the external experts that it calls upon. The duration of the terms of office of committee members shall coincide with their terms of office as members of the Board of directors. These may be renewed at the same time as the latter. As an exception, the Board of directors may at any time dismiss a member of a committee or its Chairman. The Chairman of each committee is appointed by the Board of directors upon a proposal from the compensation and nominating committee. In the absence of the Chairman, the other members of the committee shall appoint a Chairperson for the meeting. The Chairman of each committee shall appoint a secretary. Minutes of the committee meetings are the responsibility of the Chairperson of each committee, who shall send a copy thereof to the Board of directors. The members of the committee may be convened by any means (mail, fax, email, etc.), or even verbally. Other than in the case of an emergency or exceptional circumstances, the relevant documentation shall be sent to the members of the committee at least five calendar days prior to the date of the meeting. Committee members cannot appoint their own representatives. Audit and ethics committee 5 7 94% Members Meetings Participation As at the date hereof, the audit and ethics committee has five members: ● Marie-Hélène SARTORIUS (Chairwoman and independent director); ● Anne-Sophie LE LAY (independent director); ● Aurore NEUSCHWANDER (director); ● Romain VALENTY (representing the French State, director); and ● Cyrille VINCENT (director representing employees). Aurore NEUSCHWANDER was appointed member of the committee with effect from February 18, 2025 by decision of the Board of directors of the same day. The audit and ethics committee is chaired by Marie-Hélène SARTORIUS. In accordance with Article L. 821-67 of the French Commercial Code, Marie-Hélène SARTORIUS, has particular expertise in financial, accounting and auditing matters. On the recommendation of the compensation and nominating committee, the independence of Marie-Hélène SARTORIUS was confirmed by the Board of directors at its meeting of February 18, 2025, for the 2025 financial year and at its meeting of February 19, 2026 for the 2026 financial year. In accordance with the recommendations of the Afep-Medef Code (Article 17.1) and as shown by the results of the 2025 self-assessment of the skills of the directors, with the exception of the director representing employees, the members of the audit and ethics committee have financial or accounting expertise. The responsibilities of the audit and ethics committee were also extended at the Board of directors’ meeting of February 15, 2024 to take into account the provisions resulting from the transposition of the so-called “CSRD” Directive. The audit and ethics committee thus monitors issues relating to the preparation and control of accounting, financial and sustainability information. In particular, the committee monitors: ● the process to prepare the financial and sustainability information; ● the effectiveness of the internal control and risk management systems and, where applicable, of the internal audit, with regard to the procedures relating to the preparation and processing of accounting, financial and sustainability information, including in digital form, without compromising its independence;
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