Orano - Annual Activity Report 2024 292 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Administration and management of the Company ● governance: it prepares the corporate governance rules applicable to the Company and monitors their implementation; and it proposes the procedures for evaluating the functioning of the Board of Directors and its committees and oversees their implementation. The Compensation and Nominating Committee examined the following topics in particular: ● the Chief Executive Officer compensation policy, ensuring the relevance of ESG criteria in the compensation structure; ● director compensation policy; ● independence of the members of the Board of Directors; ● the triennial evaluation of the Board; ● the gender balance policy within the group’s management bodies and the Company’s policy in terms of equal opportunity and equal pay and gender equality; ● the amendment of the rules of procedure of the Board of Directors in connection with the entry into force of the CSRD; ● the amendment of the Company’s Articles of Association to incorporate certain provisions of French Law No. 2024-537 of June 13, 2024 (known as the “Attractiveness Law”) and French Law No. 2024-450 of May 21, 2024 relating to the organization of governance of nuclear safety and radiation protection to meet the challenge of relaunching the nuclear industry; and ● the monitoring of the group’s skills development plan. End-of-Lifecycle Obligations Monitoring Committee 4 5 100% Members Meetings Attendance As of the date of this report, the End-of-Lifecycle Obligations Monitoring Committee had four members: ● Cécile SELLIER (Chairwoman and director); ● Marie-Hélène SARTORIUS (independent director); ● Romain VALENTY (representing the French State, director); and ● Cyrille VINCENT (director representing employees). The End-of-Lifecycle Obligations Monitoring Committee is chaired by Cécile SELLIER. Marie-Solange TISSIER left the Committee on April 25, 2024 when her term of office as director ended and was not replaced on the Committee. The Committee’s mission is to contribute to the monitoring of the portfolio of earmarked assets, constituted by the Company’s subsidiaries in their capacity as nuclear operators to cover their future dismantling, clean-up, and long-term radioactive waste management costs. In this respect, the Committee, upon presentation by the Company of appropriate documents: ● examines the reports and notes mentioned in Article L. 594-4 of the French Environmental Code (the triennial report or its update and its appendix relating to the report on internal control) and, where applicable, formulates recommendations relating to their preparation process to ensure the accuracy of the information contained in these documents; ● monitors the effectiveness of internal control and internal audit, with regard to securing the financing of nuclear expenses, as mentioned in Article L. 594-1 of the French Environmental Code, without undermining their independence; ● reviews and gives an opinion to the Board of Directors of Orano on Orano’s policy in terms of securing nuclear expenses, as mentioned in Article L. 594-1 of the French Environmental Code; ● examines the internal assessments of EOL risks and monitors the implementation of the resulting actions; ● periodically reviews and monitors the implementation of the plans to supplement the dismantling funds as proposed by Orano to return to a coverage rate of liabilities by earmarked assets greater than or equal to 100% in the event that a coverage shortfall is observed at the end of the financial year, and ensures the balance of asset-liability trajectories within the framework of the regulations in force; ● examines the terms and conditions for the creation, operation and control of the funds earmarked to covering these expenses in these companies and the management policy for the corresponding financial assets as well as the strategic allocations of earmarked assets; and ● assesses, according to a multi-year schedule, the future cleanup and dismantling costs in the group companies concerned. These various points are the subject of opinions and recommendations by the Committee to the Board of Directors. In accordance with the provisions of Article D. 594-16 of the French Environmental Code resulting from the codification of French Decree No. 2020-830 of July 1, 2020 on securing the financing of nuclear expenses, the Committee thereby formulates in particular an opinion for the Board of Directors on the report on internal control relating to securing the financing of nuclear expenses. Moreover, the Committee may work together with the financial advice institutions chosen by the companies responsible for the management of the funds, subject to committee approval. It examined the following topics in particular: ● changes in estimates and end-of-lifecycle liabilities and their financing at the half-year close and end of the 2024 financial year; ● the performance of earmarked assets and investments made throughout the year, the coverage ratio of liabilities by earmarked assets as measured at December 31 of the financial year; ● the summary of the work of the Statutory Auditors; ● the annual review of the strategic allocation of earmarked assets; ● the update of the financial trajectory of Orano end-of-lifecycle obligations for 2024-2033; ● the ESG policy for investing earmarked assets; ● the internal control report and the update on the assessment of the long-term expenses of regulated nuclear facilities and on the management of financial assets at December 31, 2023; ● the regular review of the dashboard of end-of-lifecycle projects and the progress of the main projects for dismantling, recovery and conditioning of old waste; ● the proposed amendment to IAS 37; and ● the soil cleaning strategy and civil engineering structures.
RkJQdWJsaXNoZXIy NzMxNTcx