1.7 Corporate governance GEODIS is committed to operating in an ethical and transparent manner. GEODIS, the parent company of the GEODIS Group, is a French limited company (société anonyme) that has adopted a dual management structure, with an Executive Board and a Supervisory Board. This organizational structure separates the management and direction of the Company, which is the responsibility of the Executive Board, from the control of this management body, which is exercised by the Supervisory Board, thus meeting the concern for a balance of power between the executive and control functions. The Supervisory Board has formed specialized committees to assist it in its deliberations. The Executive Board is supported by a Management Board, which comprises executive vice presidents for the regions, executive vice presidents for the lines of business and executive vice presidents for the support functions. As of the date of the present document, the Management Board consists of 18 members. GEODIS is a wholly owned subsidiary of the SNCF group through SNCF Participations. 1.7.1 The Executive Board The Executive Board of GEODIS SA is overseen by the Supervisory Board, to which it submits for approval the general strategy of the Company and the Group, as well as the annual budgets and multi-year plans of the Company and the Group. As of the date of the present document, the Executive Board consists of two members: Marie-Christine Lombard and DavidOlivier Tarac. The Executive Board is chaired by Marie-Christine Lombard. At a meeting on March 2, 2021, the Supervisory Board re-appointed Marie-Christine Lombard as Chair of the Executive Board for the duration of her term of office as a member of the Executive Board. At a meeting on December 6, 2022, the Supervisory Board appointed the Group Chief Financial Officer, David-Olivier Tarac (term ends 2025), as a member of the Executive Board, succeeding Amaury Valicon on January 1, 2023, for the duration of his mandate (term ends 2025). 1.7.2 The Supervisory Board The GEODIS Supervisory Board consists of eight members, three of whom are external. A representative of the European Consultation Committee (ECC) also attends meetings of the Supervisory Board. As of the date of this document, the Supervisory Board is composed of eight members. Three of these are women (37.5%) and three are external to the SNCF group (37.5%). Number of meetings of the Supervisory Board in 2022: 7 Attendance rate: 85% The Supervisory Board takes care to maintain a diversity of experience, particularly in international business, and a complementary mix of skills. It also ensures the presence of external members and a high proportion of women. The composition of the Supervisory Board covers the essential expertise required to exercise control over the company’s management: transportation & logistics, strategic planning and business strategy, finance and management, legal and regulatory, mergers & acquisitions, Corporate Social Responsibility, risk management and compliance. The Supervisory Board’s role is to oversee the management of the Executive Board and to ensure the smooth running of the company. In particular, it endorses all significant commitments and investment or divestment operations. To carry out its missions, the Supervisory Board relies on the work of two specialized committees: • the Audit and Risk Committee (ARC), whose role is to report on the accuracy and the fairness of the parent company and consolidated accounts, as well as the quality of the financial information; • the Human Resources Committee (HRC), whose role is to issue recommendations on the compensation policy for the members of the Executive Board, the Management Board and the Group’s leading executives. It periodically reviews the retention plan (Long-Term Incentive Plan) and any other incentive mechanism. In 2022, the Supervisory Board took positions on merger and acquisition projects, on the Group’s LTIP (Long-Term Incentive Plan) policy. In addition to activities and results, discussions in 2022 focused on the Group’s new strategic plan, Ambition 2027. 21 2022 ACTIVITY AND SUSTAINABILITY REPORT EDITORIAL > CSR POLICY > ENVIRONMENT > SOCIAL > ETHICS > TABLE OF INDICATORS > PROFILE AND AMBITION
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