Amundi SA

Role of the Board of Directors

At the end of 2020, the Board of Directors decided to integrate social and environmental issues within its governance, in addition to putting them at the heart of its strategy.Accordingly, since May 2021 in particular, the Board has been analysing the progress made against key climate and ESG indicators on at least a quarterly basis. Concerned with developing their skills in this area, every year since 2020 members of the Board have received training on topics related to climate issues.

Lastly, for the first year in 2021, a one-day strategic seminar allowed members of the Board to focus on the strategy to be deployed in this area and to develop specific ways in which to implement the new "Ambition 2025" Societal Plan.

In implementing governance, the Board is also supported by its Strategic and CSR Committee, chaired by an independent director who annually reviews the progress made in the annual report with regard to social, environmental and societal data, including that related to climate issues, constituting Chapter 3 of the Universal Registration Document.

In 2021, and through its work on strategy, it was asked to recommend to the Board of Directors the adoption of the Group's plan relating to strategic climate and ESG ambitions.

In the future, the Strategic and CSR Committee will also check the quality of Amundi's progress report on the climate and ESG strategy.

Governance implemented at Board level is also part of the Company's internal organisation..

ESG & Climate Strategic Committee

This monthly committee, chaired by the Chief Executive Officer, defines and validates the ESG and climate policy thus applicable to investments, as well as Amundi Group's strategic guidelines in this area. It is intended to:

- manage, monitor and validate Amundi's ESG and Climate strategy in terms of investment;

- validate the strategic guidelines of the responsible investment policy and the voting policy;

- manage the main strategic projects.

This committee draws upon the ESG Rating Committee,chaired by the Director of the ESG Department, in charge of the responsible investment policy and associated methodologies, and on the Voting Committee, chaired by a member of senior management in charge of the voting policy.

During the period, Amundi implemented two new policies: the "Human Rights Policy" and the "Biodiversity and Ecosystem Services Policy" which were validated by the ESG Strategic and Climate Committee in 2023. These policies are integrated in the Global Responsible Investment Policy as part of Amundi's minimum standards and exclusion policy. They specifically outline Amundi's approach in monitoring companies identified as particularly exposed to high risks or exposed to potential risks that lack sufficient processes or disclosure. It highlights the process of exclusion of companies' high severe cases, and for those facing controversies or specific risks, the process of engagement in place and the escalation process. In this latter case, our voting rights could be used or the ESG rating may be overridden with exclusion as a last resort if engagement fails to meet the required objectives. [...] Furthermore, the Global Responsible Investment Policy now details not only the thresholds for sectors' exclusions (regarding thermal coal, unconventional fossil fuels, tobacco and nuclear weapons) but also all the processes that are implemented (objective and scope of application, engagement, ESG rating, related data used). [...] **Supervision of the responsible investment strategy by Amundi Board of Directors** The missions of the Board of Directors of Amundi relate to the definition of the strategic orientations of Amundi's activity, while ensuring their operational implementation by the senior management. The responsible investment strategy is therefore fully integrated within the scope of its deliberations and decisions. This role is described in detail in Article 2 of its Rules of Procedure: "It regularly reviews, in connection with the strategy it has defined, the opportunities and risks such as financial, legal, operational, social and environmental risks as well as the measures taken as a result. [...] **A dedicated internal organisation to monitor and manage the responsible investment strategy** **Board of Directors** Strategic and CSR Risk Management Compensation Appointments Audit Committee Committee Committee Committee Committee **Chief Executive Officer (CEO)** General Management **Head of Institutional & Corporate Clients and ESG** Committee **Chief Responsible Investment Officer (CRIO)** Executive Committee **ESG and Climate Strategy Committee** **ESG Rating Committee** **Voting Committee** Investment Committee **ESG Management Committee** Risk Committee Within overall ESG and climate governance, four Responsible Investment Steering Committees have been put in place and are monitored by Amundi's CEO on a regular basis. **ESG and Climate Strategic Committee** This Committee, chaired by Amundi's CEO, meets every month to set the strategic orientations of the Amundi Group with respect to ESG integration, sustainability and climate, and determine and approve the ESG and climate policies applicable to investments. Its purpose is to: − Steer, confirm and monitor Amundi's climate and responsible investment strategy; − Validate the main strategic orientations of the Global Responsible Investment Policy (Sector Policy, Exclusion Policy, Voting Policy, Engagement Policy); − Monitor key strategic projects. **Voting Committee** This Committee is chaired by the member of executive management in charge of Responsible Investment supervision. It meets once a year to approve the Voting Policy, monthly and on an ad hoc basis during the rest of the year, with the purpose to: − Advise on voting decisions at the General Meetings for special cases; members are called upon to give their views in an expert capacity; − Approve Amundi's Voting Policy (for the entities covered) and its rules of implementation; − Approve specific/local approaches that are not directly covered by the Voting Policy; − Approve periodic reports on voting disclosures. **ESG Rating Committee** Chaired by the Chief Responsible Investment Officer, this Committee is composed of senior managers from investment platforms, risk and compliance divisions, and meets every month with the aim to: − Validate Amundi's standard ESG methodology; − Review exclusion policies and sector-specific policies and approve their rules of application; − Review and decide on individual ESG rating issues, and advise on new ESG cases whenever necessary. **ESG Management Committee** This weekly Committee is chaired by the member of executive management in charge of Responsible Investment supervision. It focuses on defining the responsible investment strategy and monitoring its implementation by the Responsible Investment business line, including monitoring of business development, human resources, budgeting, regulatory projects, audits, responsible investment communication campaigns and market initiatives. The Chief Responsible Investment Officer also participates in the Group's Investment Committee. **Risk controls** Sustainability risks are integrated into Amundi's internal control and risk management team system. Responsibilities for managing sustainability risks are divided between: − The first level of control, carried out by the management teams, and; − The second level of control, carried out by the risk management teams, who check that the funds comply with their ESG objectives and constraints. Risk management team participates in Amundi's Responsible Investment governance system. They monitor compliance with regulatory requirements and the management of related risks. ESG constraints are monitored by the risk management teams in the same way as other management constraints. They are based on the same tools and procedures and cover our exclusion policies as well as the eligibility criteria and ESG rules specific to the funds. These constraints are monitored automatically using a proprietary control tool (ALTO Investment Compliance). This tool can be used to trigger − Pre-trade alerts, which may or may not be blocking, particularly for exclusion policies; − Post-trade alerts: managers receive notification of any overruns so that they can be rectified quickly.