Orano - Annual Activity Report 2025 291 GOVERNANCE OF THE COMPANY AND GENERAL INFORMATION 5 Administration and management of the Company ● the statutory audit of the annual financial statements and the consolidated financial statements by the Statutory Auditors and the consistency of the accounting methods; ● the sustainability statement certification responsibilities; ● the acceptance of additional services provided by the Statutory Auditors or sustainability; ● the procedure for selecting and verifying the independence of the Statutory Auditors or sustainability auditors; ● the proper evaluation of mineral resources and reserves; ● the execution of major projects; and ● the risk mapping. In order to fulfill its mission, the committee must hear from the head of internal audit and give its opinion on the organization of his or her department. The committee shall be sent internal audit reports or a periodic summary of these reports. The committee shall also work together with the Statutory Auditors and the Financial, Accounting and Treasury Directors. The committee examines the scope of consolidated companies and, where appropriate, the reasons why companies are or are not included within it. The audit and ethics committee prepares an annual work agenda to ensure the proper planning of its work. Financial statements must be provided to the committee for review sufficiently in advance (at least three calendar days before their review by the committee). The review of the financial statements by the audit and ethics committee must be accompanied by a presentation from the Statutory Auditors highlighting the key points of the findings of the statutory audit (in particular any audit adjustments and any significant internal control weaknesses identified), and of the accounting options selected. It must also be accompanied by a presentation from the Chief Financial Officer describing the Company’s exposure to risks, including those of a social and environmental nature, and the Company’s significant off-balance sheet commitments. The audit and ethics committee must, at least twice per year, address the ethics aspects that concern the Company, in accordance with the following recommendations: ● ensure that the Company and its relations with third parties are compliant with ethics standards and that the group complies with international best practices in relation to ethics; and ● examine the standards and procedures put in place by the group both for the Company and its (directly or indirectly controlled) subsidiaries in France and abroad, and in particular those governing the use of economic intelligence studies and the group’s Code of ethics and business conduct and any updates thereto, ensuring the correct distribution and application thereof. With regard to foreign subsidiaries, the committee shall take into consideration the legal and regulatory framework of the countries in which they operate. It examined in particular matters that specifically fall within its remit, including the half-year and annual financial statements, financial press releases, the business risk mapping, the review of the conclusions of the Internal Audit Department and Statutory Auditors on internal controls, the review of major customer investment projects, the summary of internal audits, a summary of the work of the Statutory Auditors. It examined the following topics in 2025, without this list being exhaustive: ● the 2026 internal audit plan; ● the cybersecurity plan; ● the review of the corruption prevention system; ● the ethics report; ● the financial and non-financial trajectories for 2025-2034; ● the ongoing legal proceedings; ● the review of the CSRD materiality analysis and the preparation of the sustainability information in the management report; ● the mapping of vigilance risks; and ● the proposed amendment to IAS 37. Strategy, investments and sustainability committee 5 6 70% Members Meetings Participation As of the date of this report, the strategy, investments and sustainability committee has five members: ● Claude IMAUVEN (Chairman and Independent Director); ● Martin BRIENS (Director); ● Anne-Isabelle ETIENVRE (Director); ● David LECAVELIER (Director representing employees); and ● Romain VALENTY (representing the French State, Director). Anne-Isabelle ETIENVRE was appointed as a member of the strategy, investments and sustainability committee as of July 31, 2025, replacing François JACQ, whose term of office as Director ended on July 30, 2025. Martin BRIENS was appointed as a member of the strategy, investments and sustainability committee as of February 19, 2026, replacing Anne-Marie DESCÔTES, whose term of office as Director ended on February 9, 2026. The committee is chaired by the Chairman of the Board, Claude IMAUVEN. The committee is responsible for analyzing the main strategic directions in terms of the group’s development, taking into account its CSR policy, and for making any major strategic decisions proposed by the Chief Executive Officer. It examines the implementation of the Company’s strategy at its level and at the level of its subsidiaries, taking into account the impacts of climate change. The committee is tasked with examining proposed transactions subject to the prior approval of the Board of directors. The committee may also meet as a restricted committee at the initiative of its Chairman to examine major commercial proposals to be submitted to the Board of directors for approval. No restricted committee meetings were held in 2025. In 2025, the committee examined the following topics, without this list being exhaustive: ● the 2025 strategic action plan, including its CSR dimension, and its worldwide implementation; ● the group’s commercial policies in Mining and Front End of the fuel cycle; ● the various commercial proposals, particularly in France and the United States; ● the development of mining; and ● the progress of the Life Extension and Resilience program.
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