Orano - Annual Activity Report 2024 291 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company With regard to foreign subsidiaries, the Committee shall take into consideration the legal and regulatory framework of the countries in which they operate. It examined in particular matters that specifically fall within its remit, including the half-year and annual financial statements, financial press releases, the business risk mapping, the review of the conclusions of the Internal Audit Department and Statutory Auditors on internal controls, the review of major customer investment projects, the summary of internal audits, a summary of the work of the Statutory Auditors. It examined the following topics in 2024, amongst others: ● internal audit activities in 2024 and the audit plan for 2025; ● the Orano cybersecurity plan; ● the review of the corruption prevention system; ● the ethics report; ● the 2024-2033 financial trajectory; ● ongoing legal proceedings; ● strengthening the equity of Orano SA; ● the monitoring of the group’s ESG indicators, the review of the CSRD materiality analysis and the preparation of the sustainability information in the management report; ● the procedure for renewing the terms of office of the Statutory Auditors; ● the procedure for appointing sustainability auditors. Strategy, Investments and Sustainability Committee 5 6 93% Members Meetings Attendance In order to better reflect the Committee’s prerogatives regarding the consideration of CSR issues in the group’s strategy and investments, the Strategy and Investments Committee was renamed the Strategy, Investments and Sustainability Committee from February 15, 2024. As of the date of this report, it has five members: ● Claude IMAUVEN (Chairman and independent director); ● Anne-Marie DESCÔTES (director); ● François JACQ (director); ● David LECAVELIER (director representing employees); and ● Romain VALENTY (representing the French State, director). The Committee is chaired by the Chairman of the Board, Claude IMAUVEN. The Committee is responsible for analyzing the main strategic directions in terms of the group’s development, taking into account its CSR policy, and for making any major strategic decisions proposed by the Chief Executive Officer. It examines the implementation of the Company’s strategy at its level and at the level of its subsidiaries, taking into account the impacts of climate change. The Committee is tasked with examining proposed transactions subject to the prior approval of the Board of Directors. The Committee may also meet as a Restricted Committee at the initiative of its Chairman to examine major commercial proposals to be submitted to the Board of Directors for approval. No restricted Committee meetings were held in 2024. In 2024, the Committee examined the following topics, amongst others: ● the 2024 strategic action plan, including its CSR dimension, and its worldwide implementation; ● the group’s commercial policies in Mining and Front End of the fuel cycle; ● various commercial proposals, particularly in France; and ● the progress of the Battery and Orano Med projects. Compensation and Nominating Committee 4 5 100% Members Meetings Attendance As of the date of this report, the Compensation and Nominating Committee had four members: ● Philippe BRAIDY (Chairman and director); ● Marie-Hélène SARTORIUS (independent director); ● David LECAVELIER (director representing employees); and ● Romain VALENTY (representing the French State, director). Philippe BRAIDY was appointed member and Chairman of the Compensation and Nominating Committee as of April 25, 2024, replacing Marie-Solange TISSIER, whose term of office ended on the same day. The Compensation and Nominating Committee carries out assignments in the following areas: ● appointments: it recommends to the Board of Directors of the persons liable to be appointed as corporate officers; it oversees the preparation of the future with regard to the composition of the Company’s governing bodies, in particular by establishing a succession plan for executive corporate officers to be able to propose succession solutions to the Board in accordance with unforeseeable vacancies; it discusses the status as independent directors of each director at the time of their appointment and reports these opinions to the Board of Directors; ● compensation: it makes recommendations and proposals to the Board of Directors concerning the compensation (including the variable compensation of executive corporate officers), the pension and welfare plan, supplementary pension plans, benefits in kind, the various pecuniary rights of the Company’s executive corporate officers and in particular, where applicable, severance payments, non-competition payments or retirement benefits, and monitors their application; it examines the system for distributing directors’ compensation among the members of the Board of Directors; it examines the compensation policy of the main non-corporate officers; when the compensation policy for the key non-corporate officers is being examined, the executive corporate officers participate in the Committee meeting, if possible; ● human resources: it reviews the Company’s policy on gender equality and gender balance annually; it is informed of the management policy of senior executives and “key people” and the development of high potential employees; it examines the objectives, terms and conditions as well as the results of the Board of Directors’ policy in terms of representation of women and men, nationalities and the diversity of skills within it; and
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