Orano - Annual Activity Report 2024 285 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company To date, the terms of office of the Board are due to expire partly at the close of the General Meeting to be held in 2026 called to approve the financial statements for the financial year ended December 31, 2025 and partly at the close of the General Meeting to be held in 2028 called to approve the financial statements for the financial year ending December 31, 2027. Pursuant to Article 14 of the Company’s Articles of Association and the legal provisions and regulations in effect, the terms of office of the members of the Board of Directors representing employees will end either (i) upon expiry of their four-year terms of office, due at the close of the Ordinary General Meeting convened to rule upon the financial statements for the financial year ended and held during the year of expiry of said terms of office, or (ii) in the event of termination of the employment contract, or (iii) on the date of their resignation from their mandate, or (iv) on the date of their revocation in accordance with the conditions set out in the Articles of Association and the statutory and regulatory provisions in force on the date of revocation, or (v) in the event of a conflict as described in Article L. 225-30 of the French Commercial Code. Furthermore, if the Company is no longer subject to the obligation set out in Article L. 225-27-1 of the French Commercial Code, the terms of office of the directors representing employees will end, by virtue of this article, at the close of the meeting during which the Board of Directors notes the removal of this obligation. 5.1.2 Functioning of the Board of Directors 5.1.2.1 Responsibilities of the Board of Directors The responsibilities of the Board of Directors and the organization of its work are defined by the legislative and regulatory provisions governing limited liability companies, as well as the Company’s Articles of Association and the rules of procedure of the Board of Directors. The Board of Directors determines the Company’s business guidelines and ensures their implementation, in accordance with its corporate interests, taking into consideration the social and environmental issues of its activity. It determines, on the proposal of Executive Management, multi-year strategic guidelines in terms of CSR. It also takes into consideration the Company’s purpose (see Chapter 4, Section 4.1.2.) defined pursuant to Article 1835 of the French Civil Code. Except for those powers expressly assigned to the General Meeting, and within the limits of the Company’s scope of activities, it may consider any issues related to the proper functioning of the Company and, through its resolutions, deals with such matters. As such, it reviews all of the group’s major projects. It may perform inspections and checks at any time of the year, as it sees fit, and demand the communication of any documents it may consider as useful for accomplishing its mission. It is to be kept regularly updated by the Audit and Ethics Committee on the Company’s financial position, cash-flow situation, and commitments. It must also be kept informed in good time of the Company’s liquidity position and take, where appropriate, decisions relating to its financing and borrowing. Since 2020, on the recommendation of the Compensation and Nominating Committee, the Board of Directors has resolved to entrust the preparatory work on issues relating to the group’s CSR to its specialized committees, such that each Board Committee, within the scope of its mission, integrates CSR considerations into its work. An overall update on the implementation of the group’s multi-year CSR roadmap and the results achieved are placed on the Board of Directors’ order of business at least once a year. The Board of Directors’ meeting of February 15, 2024 decided to update its rules of procedure in order to take into account the new provisions resulting from the transposition of Directive (EU) 2022/2464 concerning the corporate publication of information on sustainability, so-called “CSRD”. The Chairman of the Board may, if necessary, schedule joint meetings between the members of the various committees on sustainability issues.
RkJQdWJsaXNoZXIy NzMxNTcx