Orano - Annual Activity Report 2024 284 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company The Board also ensures the diversity and complementarity of the skills and expertise present within it. With this in mind, the Compensation and Nominating Committee meeting of December 9, 2024 considered the following areas of expertise essential to the proper functioning of the Board: knowledge of industry and of nuclear in particular, management of major projects, strategy, including its various CSR aspects (whether social, environmental, climatic and/or governance in nature), management, financial expertise, risk management and business conduct. Considering the importance of the group’s international activities, the Board also places special emphasis on having directors with an international background or significant international experience. In all instances, the Board expects a high level of commitment and ethics from each of its directors. At December 31, 2024, the percentage of women on the Board of Directors was 45% excluding directors representing employees, unchanged compared to the previous year. The Board of Directors’ meeting on December 17, 2024 reasserted its intention to ensure that gender balance and people with international backgrounds within the Board remain in the future. 5.1.1.6 Diversity policy within the group’s governing bodies At the highest level, the Board of Directors and the Compensation and Nominating Committee promote the respect of differences and the development of people to ensure that Orano is a benchmark and inclusive employer and promotes diversity. Pursuant to Article L. 225-37-1 of the French Commercial Code, the Board of Directors discusses its equal opportunity and equal pay policy and its gender diversity policy annually. Following the recommendation of the Compensation and Nominating Committee meeting of February 11, 2025, the Board of Directors’ meeting of February 18, 2025 resolved that the implementation of the group’s diversity policy at all group entities, as well as in all human resources processes, was satisfactory. In accordance with the provisions of Article 8.1 of the AfepMedef Code, this Board of Directors also confirmed, on the recommendation of the Compensation and Nominating Committee of February 11, 2025, the gender balance policy within the group’s governing bodies and more specifically at the level of the group Executive Committee (COMEX), the Management Committees of its various Business Units and functional departments, as well as the Boards of Directors of its subsidiaries. At Executive Committee level: the first female Executive Committee member was appointed in 2019. Since then, the number of women in this executive management body has continued to increase. The percentage was 21.43% at the end of 2024. The objective is to increase this rate of women and exceed 30% by March 1, 2026, in line with French law No. 2021-1774 of December 24, 2021 aimed at accelerating economic and professional equality (known as the “Rixain law”). At Management Committee level: the percentage of women on the Management Committees in France was 32.45% in 2024 (compared to 33.65% in 2023 and 32.4% in 2022). The objective of 30% women on Management Committees having been achieved, this now needs to be consolidated and increased in the coming years. In accordance with the provisions of Article L. 1142-11 of the French Labor Code, since 2022, Orano has published every year on the group’s website any gaps in the representation between women and men among senior executives as defined in Article L. 31112 of the same Code, on the one hand, and the members of the governing bodies defined in Article L. 23-12-1 of the French Commercial Code, on the other hand. As a reminder, the Rixain law sets targets for female representation of 30% by March 2026 and 40% by March 2029 for each of the two indicators. To achieve its gender diversity objectives, in 2017 the group launched a career development program for certain employees identified as having potential (“Confirmed Women Talents”). In 2019, a second program,”Young Talented Women at the Beginning of their Career”, was set up to support women with emerging potential at the beginning of their career. In addition, women identified as “Executive Potential” benefit from a specific development program that is not, however, exclusively reserved for women. Since the launch of these initiatives, 285 women have been supported. Among them, participants in the “Women Emerging Talents” program benefit from mentoring provided by members of the Management Committees of the Business Units. Thus, 114 women have been mentored since the implementation of this system. At the level of the Boards of Directors of its subsidiaries: in accordance with the provisions of Article L. 225-18-1 of the French Commercial Code, the proportion of directors of each gender may not be less than 40% in limited companies with more than 250 employees and net revenue or a statement of financial position total of at least 50 million euros. This is the case within the group. Thus, at the end of 2024, the percentage of women on the Board of Directors of Orano DS, the only group subsidiary covered by this legal provision, amounted to 50%. In addition to governing bodies, the group is pursuing its efforts to guarantee equal treatment for women and men, throughout their careers, and thus empower more women to hold senior positions all along the management line. This implementation is structured around five major axes: more women in recruitment pools and work-study programs, recruitment, career development, the compensation policy and governance bodies. For more details on the diversity policy, see Chapter 4, Section 4.3.1.6. 5.1.1.7 Term of office of directors and staggered renewal of the Board Article 14.2 of the Company’s Articles of Association provides that the term of office of the members of the Board of Directors is four years. To ensure better continuity in the work of the Board and its Committees, and in accordance with the provisions of the Afep-Medef Code (Article 15.2), which recommends the staggered renewal of the terms of office of directors, in 2020 the Board of Directors introduced the renewal of some of its members every two years (excluding directors representing employees, representatives of the French State and the Chief Executive Officer).
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