Orano - Annual Activity Report 2024 290 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company The Committees may seek external technical advice on topics that fall within their remit, subject to approval from the Chairman of the Board of Directors and with the understanding that they will share this information with the Board of Directors. The Committee must verify the skills and independence of the external experts that it calls upon. The duration of the terms of office of Committee members shall coincide with their terms of office as members of the Board of Directors. These may be renewed at the same time as the latter. As an exception, the Board of Directors may at any time dismiss a member of a Committee or its Chairman. The Chairman of each Committee is appointed by the Board of Directors upon a proposal from the Compensation and Nominating Committee. In the absence of the Chairman, the other members of the committee shall appoint a Chairperson for the meeting. The Chairperson of each Committee shall appoint a secretary. Minutes of the Committee meetings are the responsibility of the Chairperson of each Committee, who shall send a copy thereof to the Board of Directors. The members of the Committee may be convened by any means (mail, fax, email, etc.), or even verbally. Other than in the case of an emergency or exceptional circumstances, the relevant documentation shall be sent to the members of the Committee at least five calendar days prior to the date of the meeting. Committee members cannot appoint their own representatives. Audit and Ethics Committee 5 9 97% Members Meetings Attendance As at the date hereof, the Audit and Ethics Committee has five members: ● Marie-Hélène SARTORIUS (Chairwoman and Independent Director); ● Anne-Sophie LE LAY (independent director); ● Aurore NEUSCHWANDER (director, member of the Committee from February 18, 2025); ● Romain VALENTY (representing the French State, director); and ● Cyrille VINCENT (director representing employees). Marie-Solange TISSIER left the Committee on April 25, 2024 when her term of office as director ended. Aurore NEUSCHWANDER was appointed member of the Committee with effect from February 18, 2025 by decision of the Board of Directors of the same day. The Audit and Ethics Committee is chaired by Marie-Hélène SARTORIUS. In accordance with Article L. 821-67 of the French Commercial Code, Marie-Hélène SARTORIUS, has particular expertise in financial, accounting and auditing matters. On the recommendation of the Compensation and Nominating Committee, the independence of Marie-Hélène SARTORIUS was confirmed by the Board of Directors at its meeting of February 15, 2024, for the 2024 financial year and at its meeting of February 18, 2025 for the 2025 financial year. The responsibilities of the Audit and Ethics Committee were also extended at the Board of Directors’ meeting of February 15, 2024 to take into account the provisions resulting from the transposition of the so-called “CSRD” Directive. The Audit and Ethics Committee thus monitors issues relating to the preparation and control of accounting, financial and sustainability information. In particular, the Committee monitors: ● from financial and sustainability disclosure process; ● the effectiveness of the internal control and risk management systems and, where applicable, of the internal audit, with regard to the procedures relating to the preparation and processing of accounting, financial and sustainability information, including in digital form, without compromising its independence; ● the statutory audit of the annual financial statements and the consolidated financial statements by the Statutory Auditors and the consistency of the accounting methods; ● 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; ● proper evaluation of mineral resources and reserves; ● the execution of major projects; and ● risk mapping. To perform its duties, the Committee must work together with the Head of Internal Control and give its opinion on the organization of this 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 list of consolidated companies and, where appropriate, the reasons for which companies are or are not included on it. The Audit and Ethics Committee shall prepare 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.
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