Orano - Annual Activity Report 2024 293 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Administration and management of the Company 5.1.3 Other Committee Advisory Committee In accordance with the provisions of the Shareholders’ Agreement, an Advisory Committee was created on July 27, 2017. This Committee, which plays an advisory and consultative role, may submit proposals concerning the group’s strategy, particularly in relation to its international development policy. The Advisory Committee met four times during the 2024 financial year. In accordance with the recommendations of the Afep-Medef Code (Article 4.4), the Chairman of the Board is responsible for the relations between shareholders and the Board of Directors. At meetings of the Advisory Committee (instituted by the Shareholders’ Agreement), the Chairman of the Board regularly holds a special dialogue with the Company’s key shareholders and reports on the missions of the Board. Presentations are made regularly to the Advisory Committee on the following topics, amongst others: ● business highlights; ● on-going strategic and commercial projects; ● the budget; ● the strategic action plan; and ● the annual and half-year results. 5.1.4 Executive Management 5.1.4.1 Executive Management procedures The separation of the functions of Chairman of the Board and Chief Executive Officer was implemented on July 27, 2017 and reaffirmed by the Board of Directors’ meeting of November 14, 2023. The aim of this separation of functions is to create a clear distinction between the strategic, decision-making and control duties of the Chairman of the Board of Directors and the operational and executive duties of the Chief Executive Officer. It is also designed to improve the functioning of the Board of Directors through the presence of one person dedicated to chairing the Board and the balanced distribution of powers to limit the isolation of the group leader and to encourage dialogue between peers. Furthermore, as a member of the Board of Directors, the Chief Executive Officer participates in the determination of the Company’s and the group’s strategic directions. Nicolas MAES was appointed Chief Executive Officer of Orano by decree of the President of the French Republic on November 15, 2023 and resigned from his employment contract on the same date. His office has a 4-year term. The Board of Directors’ meeting of April 28, 2022 renewed its confidence in Claude IMAUVEN and decided to renew his term of office as Chairman of the Board of Directors for a term of four years ending at the General Meeting called to approve the financial statements for the financial year ending December 31, 2025. 5.1.4.2 Chief Executive Officer The Chief Executive Officer is responsible for the Company’s Executive Management and represents the Company in its relations with third parties. The broadest powers are vested in him to act in all circumstances on behalf of the Company, subject to the powers which the law assigns to the Board of Directors and to the General Meeting, as well as the corporate governance rules applicable to the Company. Under the terms of Article 16-2 of the Company’s Articles of Association, the following transactions of the Company and its subsidiaries are subject to the prior approval of the Board of Directors: (i) transactions likely to impact the group’s strategy and modify its financial structure or scope of activity; (ii) insofar as they relate to an amount of more than 80 million euros: (a) issues of securities by direct subsidiaries, of any nature, (b) exchanges, with or without monetary consideration, of assets, shares or securities, loans, financial liabilities, credits and advances; acquisitions or disposals, by any means, of any receivables, excluding day-to-day cash transactions, (c) settlements, agreements, or transactions relating to disputes; (iii) insofar as they relate to an amount greater than 20 million euros: (a) investment projects relating to the creation of a site or the capacity extension of an existing site, (b) acquisitions, extensions, or disposals of equity interests in any existing or future companies, (c) decisions to set up new, or close down, existing locations in France or abroad, (d) acquisitions of buildings. Exceptionally, and unless the Chairman of the Board of Directors requests otherwise, the transactions referred to under (a), (b) and (c) above are not subject to the prior approval of the Board of Directors when they are carried out between companies of the group. On December 17, 2024, the Board of Directors delegated its authority to the Chief Executive Officer to issue sureties, endorsements and guarantees. 5.1.4.3 The Executive Committee The group’s Executive Committee is composed of the directors of each Business Unit and the directors of the main group support functions. It is composed of: ● Nicolas MAES (Chief Executive Officer); ● Frédéric de AGOSTINI (Nuclear Packages and Services); ● Pascal AUBRET (Performance); ● Patrick CHAMPALAUNE (Executive Advisor to the Chief Executive Officer); ● David CLAVERIE (Finance); ● Hélène DERRIEN (People and Communications); ● Guillaume DUREAU (Projects and Innovation, R&D and New Activities);
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