1. Profile and ambition The Management Board The Executive Board is supported by the GEODIS Group Management Board, a body for discussion and consultation that implements the Group’s operational strategy while ensuring the consistency of its actions. It consists of 17 members (the Group Chief Executive Officer, four regional executive vice presidents, four executive vice presidents of the lines of business and nine executive vice presidents of support functions) and meets a minimum of twice per month to closely monitor the Group’s activity, review the operational and financial performance and discuss strategic projects. Composition of the GEODIS Management Board as of May 1, 2024 Names Functions in 2023 Nationalities Marie-Christine LOMBARD Chair of the Executive Board, Group Chief Executive Officer French Xavier AVRARD Executive vice president, Group Strategy French Onno BOOTS Executive vice president, Asia-Pacific and Middle East Dutch François BOTTIN Executive vice president, Digital and Technology French Mario CECCON Executive vice president, Human Resources Argentine Virginie DELCROIX Executive vice president, Sustainability French Éric GERBI Executive vice president, Supply Chain Optimization French Albertine HANIN Executive vice president, Legal & Insurance French Stéphanie HERVÉ Executive vice president, Global Contract Logistics French Mike HONIOUS Executive vice president, Americas American Thomas KRAUS Executive vice president, Europe German Éric MARTIN‑NEUVILLE Executive vice president, Global Freight Forwarding French Laurent MELAINE Executive vice president Sales and Marketing French Camille PORGÈS Executive vice president, Governance, Risks and Compliance French Olivier ROYER Executive vice president, European Road Network French David-Olivier TARAC Member of the Executive Board, Group Chief Financial Officer French Amaury VALICON Executive vice president, Performance French The compensation of members of the Management Board and the Group’s leading executives includes an annual variable component, 25% of which is based on achieving CSR (Corporate Social Responsibility) targets. From 2023, the long-term variable compensation (LTI) plan with a three-year maturity also includes a non-financial component accounting for 30% of the total. The Investment and Risks Committees To accomplish its mission, meet its objectives and secure its commitments, the Group has defined rules and principles to guide employees in their daily work, at the initiative of the Chief Executive Officer. The Book of Business Principles sets out the rules of governance, authorization thresholds and principles of internal control. To ensure that these principles are properly applied and to clarify its policy, the Executive Board relies on two specialized committees. ● The Group Investment Committee, which meets on a weekly basis and signs off on investment commitments and commercial contracts above a certain threshold. Projects are reviewed against the key elements provided: background and reason for the project, financial data, key characteristics of the project, SWOT analysis and risk mitigation plan. Other elements also brought to the attention of members of the Committee include a detailed operational description, legal framework, detailed financial assumptions and expert opinions. Projects not reaching the threshold for review by the Group Investment Committee are examined by equivalent committees in place at regional level and in the lines of business. For certain projects, the approval of the SNCF Group must be obtained. ● The Risk Committee, which was created in 2016 and is chaired by the Chief Executive Officer of GEODIS. It comprises permanent members chosen for their position, expertise and knowledge of the Group’s organization and activities. The Committee is responsible for monitoring changes in internal and external risk factors that have a major impact on the Group’s strategy and objectives, based in particular on GEODIS’s risk mapping, internal audit reports, external best practices and the inventory of risks and disputes in all Group entities. It takes all necessary decisions or orientations in terms of risk prevention and management, internal control, ethics and compliance, in order to reinforce the Group’s level of control over all types of risk. Its role is to identify and analyze any potential or proven risk, choose preventive or corrective actions to be taken by the Group to ensure their effective implementation, and to monitor them on a regular basis. It updates the Group’s risk map at meetings of the Committee, held quarterly or more frequently if necessary. Information concerning commercial, tax and employee-related disputes is systematically reviewed at each meeting. 24 - 2023 ACTIVITY AND SUSTAINABILITY REPORT
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