A BOARD OF DIRECTORS TO UPHOLD
THE GROUP’S STRATEGIC DIRECTIONS
ENGIE is governed by a team of 15 directors with a variety of expertise. In line with ENGIE’s purpose
and in connection with the expectations of its stakeholders, their mission is to define the strategic
directions of the Group and ensure their implementation.
MAJOR WORK CARRIED OUT IN 2022
In 2022 members of the Board of Directors
held discussions on the following topics
Strategic Directions of the Group
continued repositioning of ENGIE
continued geographic refocusing
operational implementation of the new
strategic directions the gas supply strategy
discussions on nuclear in Belgium etc
Investments and sales of assets
Review of a series of planned investments
and divestments
Finance and audit 2022 risk review
including the prioritized cybersecurity
risk
Governance takeaways from the dialog
between the Chairman and shareholders
investors and proxy advisors assessment
of the functioning of the Board
compensation for corporate officers etc
CSR 2030 CSR targets climate strategy
and net zero emission commitment by
2045 matching of planned investments
with the Groups CSR criteria professional
and salary equity policy etc
CAREFUL MONITORING OF
THE GROUP’S CHALLENGES
The Group offers all new directors
personalized training and regularly
organizes specific training or information
sessions. In 2022, the Directors
received training in the scenarios of the
energy transition, CSR and non-financial
reporting as well as in the critical
impacts of climate on the supply chain.
Every year, the members of the Board
meet during a strategic planning
seminar. The 2022 seminar provided
an opportunity to discuss and review
progress on the implementation of
the strategy described in the 2021
road map, on the consequences of the
current energy context and on various
subjects of strategic importance for
the Group.
ENGIE is also in regular dialog with
its shareholders, main institutional
investors and proxy advisors as part
of governance roadshows and at other
times. During this period of dialog,
the Chairman of the Board explains to
them the strategic directions pursued
by the Group and asks them about their
expectations so that these can continue
to be better taken into consideration.
STRENGTHENING OF THE EXPERTISE HELD
The Board’s objective is to have members
that correspond to ENGIE’s activities, strategic
directions and challenges. This is what allows
the Board to make decisions consistent
with the need to accelerate the transition
to a carbon-neutral, eco-friendly economy.
ENGIE also ensures that the individual
competencies of its directors are wide-ranging
and complementary. The diagram opposite
compiled in February 2023 (with the
exception of length of service calculated on
April 25, 2023) presents the three key skills
of each director among the 12 types of
expertise selected.
A PARTIAL RENEWAL OF THE BOARD
The terms of office of Ms. Malrieu, Ms. Nadeau,
Ms. Jégo-Laveissière, and Mr. Durand will
expire at the end of the 2023 Shareholders’
Meeting. The shareholders will be asked to
renew the terms of office of Ms. Nadeau
and Mr. Durand, but not that of Ms. Malrieu.
Ms. Jégo-Laveissière will be replaced by
a new member proposed by the State.
Ms. Stéphanie Besnier will be also replaced
as Director representing the French State.
As at the date of this report, the identity
of her successor is not known.
At the end of the Shareholders’ Meeting
of April 26, 2023, and subject to approval
of the proposed resolutions, the Board of
Directors will consist of 14 members.
100%
attendance rate
at Board of Directors’
meetings in 2022
11
meetings
in 2022
55%
women on the
Board of Directors in 2022
64%
Independent directors
in 2022
52 - OUR GOVERNANCE