Orano - Annual Activity Report 2024 289 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company 5.1.2.8 Executive session In accordance with its rules of procedure and the recommendations of the Afep-Medef Code, the Board of Directors meets at least once a year in the absence of the Chief Executive Officer in an executive session which is chaired by the Chairman of the Compensation and Nominating Committee. 5.1.2.9 Board assessment Pursuant to the recommendations of the Afep-Medef Code, Article 1.2 of the rules of procedure of the Board of Directors provides that, at least once a year, the Board of Directors will dedicate one order of business item to the assessment of its composition, its functioning and its organization, as well as those of its committees, to make sure that important issues are properly addressed and discussed. Furthermore, at least once every three years, it shall carry out or have carried out a formal assessment of its activities. It shall inform the shareholders annually of the assessments performed and, where applicable, the action taken as a result of such assessment. In the last quarter of 2024, the formal assessment of the Board was entrusted to the external consultant who had carried out the assessment of the Board in 2021, in order to facilitate the analysis of the progress made in the functioning of the Board since the last triennial assessment. The assessment was carried out through in-depth interviews with each of the directors on the basis of a questionnaire and an interview guide prepared by the consultant in consultation with the Chairman of the Board, Chairman of the Compensation and Nominating Committee and the Secretary of the Board. The results of this assessment were reviewed by the Board of Directors on December 17, 2024 and a summary of these results is presented below: Main strengths Development opportunities Significant progress has been made since the previous external assessment conducted in 2021. It appears that: ● the assessment of the Board of Directors shows exemplary functioning, with high-quality directors, fully aware of the specific features of Orano’s business and governance; ● the Chairman’s rigorous leadership, the culture of the Board of Directors and the working relationship with the Executive Committee, considered a relationship of trust, are among the Board of Directors’ major strengths; ● the quality of the working documentation sent to the directors is unanimously recognized, as is the effectiveness of the Secretary of the Board; ● the new directors praised the quality of the onboarding and training process. At the end of its evaluation, the main recommendation made by the external consultant was to maintain the proper functioning of the Board of Directors, while taking advantage of the development opportunities identified below: ● continue to systematically prioritize strategic topics related to Orano’s core business on the Board of Directors’ agenda; ● change the composition of the Board of Directors in the long term by adding certain skills related to the group’s major projects; ● continue the work undertaken on the succession plans for the Board of Directors and the main executives (including the two executive corporate officers); ● continue to monitor the subject of corporate culture. 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 2024, the Chairman of the Board conducted these interviews individually so that each director was able to be 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 present to the Board of Directors any relevant information and to facilitate the Board’s decision-making process. To this effect, it may, where appropriate, make any relevant suggestions to the Board. 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 Chairman of each Committee may ask the Chief Executive Officer and, where applicable, any Deputy CEO(s) to attend Committee meetings. 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 meeting’s order of business items. The Government Commissioner and the representation of the General Economic and Financial Oversight Department may, if they wish, also attend the meetings of the Board of Directors’ Committees.
RkJQdWJsaXNoZXIy NzMxNTcx