1. Profile and ambition The Supervisory Board The GEODIS Supervisory Board consists of eight members, four of whom are external. A representative of the European Consultation Committee (ECC) also attends meetings of the Supervisory Board. ➔Number of meetings of the Supervisory Board in 2023: 5 ➔Attendance rate: 97.5% 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. As of the date of this document, the Supervisory Board is composed of eight members. Three of these are women (37.5%) and four are external to the SNCF Group (50%). 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. Specifically, 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 2023, the Supervisory Board took positions on merger and acquisition projects and on the Group’s LTIP (Long-Term Incentive Plan) policy. As far as GEODIS’s CSR strategy is concerned, the Supervisory Board was also asked to give its opinion on the double materiality matrix, the compliance plan and the Group’s decarbonization trajectory prior to its submission to the SBTi (Science Based Targets initiative). In addition to activities and results, discussions in 2023 focused on the Group’s new strategic plan, Ambition 2027. 22 - 2023 ACTIVITY AND SUSTAINABILITY REPORT
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