The Michelin Group Supervisory Board

• nine elected by the shareholders during a General Meeting, for a renewable four-year term. They prove solid professional experience, acquired within topflight groups, and offer complementary skills; 

• two members representing the employees, appointed by the two largest trade unions in France. They undergo training and an induction that aims to help them best perform their duties. 

The Audit Committee 

• Examine the six-monthly and annual accounts drawn up by the Managing Chairman and certified by the Auditors, as well as the quarterly information 

• Ensure the relevance and durability of the accounting methods and principles, and check the quality of the information provided to the shareholders 

• Examine the efficacy of the internal control and risk management systems 

• Examine all the risks, assess the quality of the cover for these risks and their treatment in the accounts and the Group’s communication 

• Examine the annual programs for the statutory accounts review by the auditors 

• Examine the intervention program for the Audit and Risk Management Division, and recommend the audit of specific financial risks 

• Check the independence and objectivity of the Auditors and issue an opinion on their nomination or the renewal of their mandate. 

• Review of the CSR “Corporate Social Responsibility” risk matrix, presented by the Group’s Audit and Risk Management Director in the form of an analysis of the CSR risk maps and related methodologies. 

The Compensation and Appointments Committee 

Its members: Mr. Jean-Pierre Duprieu (Chair, Independent member), Mrs. Anne-Sophie de La Bigne (Independent member), Mr. Thierry Le Hénaff (Independent member) and Mrs. Delphine Roussy (Non-independent member). 

This committee is responsible for reviewing the independent status of the Committee members with regard to the criteria defined by the AFEP/MEDEF Code, in order to allow the Board to debate on this subject during its annual review. The Chair of this Committee plays a role in assessing the operation of the Supervisory Board, performed annually for each member by the Chair of the Board. Lastly, every year, The Compensation and Appointments Committee exhaustively examines the amounts due, awarded or to be awarded over the last financial year to the Managing Chairman, i.e., the fixed compensation, the statutory distributions and the benefits in kind.  

This Committee exercises its control over: 

• The compensation policy for managing executives, i.e., the criteria for determining the fixed and variable compensation for members of the Group’s Executive Committee, and the variable compensation for the other managing executives. 

• the policy for awarding performance shares to employees, 

• the policy for appointing managing executives; career development and succession plans, 

• the policy for appointing Managers: career development and succession plan, in conjunction with the Non-Managing General Partner (the company SAGES) within the framework of the Company’s bylaws. 

The CSR Committee 

• Examine the Group’s strategy, ambitions, policies, and undertakings in terms of CSR (Ethics and compliance, Human rights, Health & Safety, Environment) and formulate recommendations in this regard; 

• Ensure the integrity/integrality and exemplary nature of the strategy and the CSR actions carried out and communicated by the Group; 

• Ensure the correct level of undertaking by the Company and the Group in terms of extra-financial compliance, ethics, and social and environmental responsibility with regard to the expectations of various stakeholders.