Orano - Annual Activity Report 2024 283 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company Selection process for independent directors The search for and selection of independent directors is supervised by the Compensation and Nominating Committee, which may call upon an external consultant, if necessary. The Committee prepares a candidate profile in advance, in accordance with the Company’s needs, particularly in terms of skills and diversity. Interviews are conducted with identified candidates to ensure their independence, availability, ability and motivation. The candidate selected by the Compensation and Nominating Committee is then recommended to the Board of Directors, which proposes it to the General Meeting under the conditions provided by law and, where appropriate, following co-option. 5.1.1.5 Diversity policy of the Board of Directors Due to its limited number of employees, the Company is not subject to the provisions of Article L. 225-18-1 of the French Commercial Code on balanced gender representation on Boards of Directors and Supervisory Boards. However, and as provided under Article L. 225-17 of the French Commercial Code and Article 7.2 of the Afep-Medef Code, the Board of Directors periodically reviews its composition and that of its committees, notably in terms of gender representation, nationalities, age, qualifications, and professional experience. After reviewing the composition of the Board and, on the recommendation of the Compensation and Nominating Committee on December 9, 2024, the Board of Directors’ meeting on December 17, 2024 renewed and approved its diversity policy. This policy was established with due consideration to the group’s shareholding structure, and the strategy and environment in which it operates. For memory, the Board’s composition was established in partnership with its shareholders during the review of its Articles of Association in July 2017. When new members are appointed, the Board of Directors strives to ensure balanced gender representation, the presence of independent members and employee representation, and the composition of its shareholding structure. The current expertise on the Board of Directors is described in the following table: Expertise Description Number of directors concerned Business line knowledge Knowledge of the Orano group and its employees, knowledge of industry business lines, and of the energy and nuclear sector in particular. 12 Finance and risks Expertise in finance and risk management, knowledge of the financial markets, in-depth understanding of financial reporting and corporate finance processes, financial communication, audit and internal control. 9 International In-depth knowledge of the international environment, experience abroad. 9 Strategy and CSR Experience in determining the strategy and global vision of large groups, experience of social, environmental, climate and governance, ethics and compliance issues. 12 Executive Management and Governance Experience as a manager or director of a large company. 11 Major project management Experience in managing large-scale projects requiring cross-functional skills. 11 Other The six skills listed above are the main skills that the Board considers essential, to varying and multiple degrees among its members. Nonetheless, the Board endeavors to combine other skills as well which are more specific but no less critical to the group’s good governance, including communications, crisis management, social dialogue, legal, cybersecurity, digital transformation, and R&D and innovation. 11
RkJQdWJsaXNoZXIy NzMxNTcx