2. GENERAL INFORMATION The Executive Board The GEODIS SA Executive Board is the collegiate executive body that manages and directs the Company. It reports to 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. The Supervisory Board The Supervisory Board’s role is to oversee the management of the Executive Board and to ensure the smooth running of the Company. Specifi cally, it endorses all signifi cant commitments and investment or divestment operations. Its missions include: ● reviewing and guiding annual budgets; ● setting innovation and R&D priorities; ● approving and/or overseeing employee incentives; ● monitoring overall progress towards the Group’s objectives; ● tracking the implementation of the climate plan and actions relating to social, environmental and ethical responsibility; ● monitoring compliance with policies and/or commitments; ● reviewing and guiding the process for assessing dependencies, impacts, risks and opportunities. To address sustainability issues within the Group, the Supervisory Board draws on the expertise of: ● Carine de BOISSEZON, Chief Impact Offi cer in the EDF Group, member of the Climate Committee of Bpifrance, joint Chair of the Purpose Committee at STOA; ● Sylvie CHARLES, external director, member of the Kaufman & Broad CSR Committee since 2024. The Supervisory Board relies on the work of two specialized committees to structure its governance: ● the Audit and Risk Committee (ARC) verifi es the parent company and consolidated fi nancial statements, as well as the quality of fi nancial information; ● the Human Resources Committee (HRC) makes recommendations on the compensation policy for members of the Executive Board, the Management Board and the Group’s leading executives. The Supervisory Board is regularly informed of sustainability issues and policies implemented during the year. In 2024: ● the Board members were consulted and gave a positive opinion on the Group’s decarbonization trajectory and SBT targets; ● the Audit and Risk Committee was consulted on Impacts, Risks and Opportunities (IRO), in connection with the double materiality matrix and the requirements of the Corporate Sustainability Reporting Directive (CSRD). The Management Board The Management Board develops and implements the Group’s operational strategy, while ensuring the consistency of its actions. It meets a minimum of twice per month to closely monitor activities, review operational and fi nancial performance and discuss strategic projects. The members of the Management Board are responsible for communicating and applying CSR policies throughout the Group’s lines of business, regions and functional departments, according to their areas of responsibility. There is an organization dedicated to CSR in each line of business and each region which coordinates the operational implementation of the Group’s policy and carries out specifi c actions in response to the challenges that are specifi c to it. Compensation Since 2022, the compensation of members of the Management Board, the Executive Board and the Group’s leading executives has included an annual variable component, 25% of which is based on achieving non-fi nancial targets. One of these metrics is linked to the deployment of climate roadmaps in the lines of business and regions, accounting for 9% of the total variable compensation. The Long-Term Incentive (LTI) plan also includes a non-fi nancial component accounting for 30% of the total. It is based on criteria of greenhouse gas emissions, gender diversity among Top Executives, and customer satisfaction measured by a Net Promoter Score. Each of these criteria counts for 10%. 24 - 2024 ACTIVITY AND SUSTAINABILITY REPORT
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