2024 Integrated Report

4. Governance

Work of the Board and its committees in 2024

WORK ON THE GROUP’S MAJOR STRATEGIC CHALLENGES

The Board of Directors ensures the Group’s strategy is followed. It reviews all the major strategic decisions taken by Bouygues SA and the business segments.

The areas of expertise and decision-making of the Board of Directors, as illustrated in the chart: Roles and responsibilities of the Board of Directors: Major transactions (particularly acquisitions) Strategic projects Financing Remuneration HR policy/Employee share ownership CSRa and sustainability Governance and succession plan Ethics and compliance Risks and internal control Closing of financial statements Strategy and business plans
2024 key figures

at 31 December 2024

  • 94% attendance rate at Board meetings
  • 97% attendance rate at Committee meetings
  • 6 Board meetings
  • 19 Committee meetings: six Selection and Remuneration Committee meetings, six Ethics, CSR and Patronage Committee meetings, and seven Audit Committee meetings
THE WORK OF THE THREE SPECIAL COMMITTEES IN 2024
Audit Committee

Benoît Maes, Chair

Clara Gaymard

Pascaline de Dreuzy

Michèle Vilain

Main duties:

  • Oversees the preparation of financial and sustainability-related information
  • Reviews the Bouygues group’s full-year parent company and consolidated financial statements
  • Verifies the effectiveness of internal control and risk management systems
  • Reviews the risk map and major litigation
  • Monitors the work of the statutory auditors and supervises the tender procedure for the selection of the Group’s future statutory auditors

7 meetings

96% average attendance

Governance, Selection and Remuneration Committee

Pascaline De Dreuzy, Chair

Benoît Maes

Caroline Jégu

Main duties:

  • Gives opinion to the Board on appointments and renewals of directors, the CEO and Deputy CEOs
  • Examines matters relating to the structure, composition, organisation, operation and effectiveness of the Board of Directors and its committees
  • Proposes the remuneration policy for Executive Officers to the Board of Directors and conducts an annual review of the application of this policy, including the performance evaluation on which the variable portion of Executive Officers’ remuneration is contingent
  • Leads the internal evaluation process of the Board

6 meetings

100% average attendance

Ethics, CSR and Patronage Committee

Rose-Marie Van Lerberghe, Chair

Raphaëlle Deflesselle

Clara Gaymard

Main duties:

  • Ensures compliance with the Group’s values and rules of conduct
  • Prepares the work of the Board on sustainability and CSRD-related matters, and ensures that the company takes the agreed action in these areas
  • Reviews, in conjunction with the Governance, Selection and Remuneration Committee, the sustainability-related criteria on which the variable portion of senior executives’ remuneration is contingent
  • Reviews the Sustainability Statement
  • Reviews the Vigilance Plan
  • Examines the patronage and sponsorship initiatives representing a significant financial commitment for Bouygues SA

6 meetings

94% average attendance