BOARD COMITEE

The Company's Board of Directors is supported by four Committees whose organization, operation and powers comply with the provisions of the AFEP-MEDEF Code: the Strategic Committee, the Audit and Risks Committee, the Compensation and Nominations Committee and the Environmental, Social and Governance (ESG) Committee.

The missions of each Committee are more fully described in the Internal Regulation of the Board of Directors.

Strategic Committee

The Strategic Committee currently includes fourteen Directors as follows:

Members

Independent

Frédéric Lissalde - Chair of the Committee

Christophe Gégout - Chair of the Board of Directors

Pierre Barnabé - Chief Executive Officer

Wissème Allali - Employee Director

Françoise Chombar

Samuel Dalens - Permanent representative of Bpifrance Participations


Laurence Delpy - Permanent representative of Fonds Stratégique de Participations

François Jacq - Permanent representative of CEA Investissement


Didier Landru - Employee Director

Satoshi Onishi

Maude Portigliatti

Delphine Segura-Vaylet - Referent Director

Kai Seikku

Shuo Zhang


The Strategic Committee’s mission is to assist the Board of Directors in determining and regularly reviewing Soitec’s strategy to include the scope, business plans, budget and potential M&A mapping and opportunities. For that purpose, the Committee analyses the markets, key success factors and the areas of growth of the Group, elucidate the strategic objectives of the Group and evaluate the merits and the consequences of the most important strategic decisions, based also on a review of the competitive environment.

Key figures :

85%
attendance rate at Committee meetings during FY'24
58%
independent members (excluding the employee directors)
4
meetings during the Fiscal year during FY'24

Audit and Risks Committee

The Audit and Risks Committee currently includes seven Directors as follows:

Members

Independent

Shuo Zhang - Chair of the Committee

Christophe Gégout - Chair of the Board of Directors

Samuel Dalens - Permanent representative of Bpifrance Participations


Laurence Delpy - Permanent representative of Fonds Stratégique de Participations

Didier Landru - Employee Director


Frédéric Lissalde

Kai Seikku


The Audit and Risks Committee is tasked with ensuring the accuracy and the reliability of the corporate and consolidated financial statements of the Company and the quality of the information provided.

The Audit and Risks Committee’s role covers all aspects of the accounting and financial information production process, from ensuring the effectiveness of internal control and risk management processes to conducting the legally-required audits of the Company’s annual financial statements (and, if required, having the consolidated financial statements audited by and verifying the independence of the statutory auditors). The Committee reports regularly to the Board of Directors and informs the Board immediately of any issues encountered.

Key figures :

100%
Attendance rate at Committee meetings during FY'24
67%
Independent members (excluding the employee directors)
7
Meetings during the Fiscal year during FY'24

Compensation and Nominations Committee

The Compensation and Nominations Committee currently includes six Directors as follows:

Members

Independent

Delphine Segura-Vaylet - Chair of the Committee and Referent director

Wissème Allali - Employee Director

Samuel Dalens - Permanent representative of Bpifrance Participations

Laurence Delpy - Permanent representative of Fonds Stratégique de Participations

Kai Seikku


Shuo Zhang



The Compensation and Nominations Committee is provided with up-to-date information on Soitec executives’ compensation packages and is tasked with making compensation and benefits recommendations for Corporate Officers. It also sets a procedure for selecting new Directors, prepares recommendations for the succession of corporate officers and reviews organization and human capital plans.

Key figures:

97%
Attendance rate at Committee meetings during FY'24
60%
Independent members (excluding the employee directors)
>4
Meetings during the Fiscal year during FY'24

Environmental, Social and Governance (ESG) Committee

The Environmental, Social and Governance (ESG) Committee is currently composed of six Directors as follows:

Members

Independent

Laurence Delpy - Chair of the Committee, Permanent representative of Fonds stratégique de Participations

Christophe Gégout

Françoise Chombar

Samuel Dalens - Permanent representative of Bpifrance Participations


Didier Landru - Employee Director

Kai Seikku

The ESG Committee’s mission is to assist the Board of Directors in fulfilling its oversight responsibilities in relation to the identification and management of environmental, social and governance matters of Soitec Group: the environmental sustainability and climate change (including low carbon and climate change impacts, greenhouse gas emissions, air and water quality, ecological impacts), the social sustainability (including human rights, wellbeing, diversity and inclusion in the work place), and the governance (including business ethics). The ESG Committee oversees in particular the Group actions and strategies to take into account Corporate Sustainability in management of the Group’s objectives, business, strategy, and product policy in the short, medium, and long term, and to comply with applicable laws.

Key figures:

100%
Attendance rate at Committee meetings during FY'24
60%
Independent members (excluding the employee directors)
2
Meetings during the Fiscal year during FY'24

For more information, please refer to Chapter 4 of the Universal Registration Document of Soitec.