Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 42 REPORT FROM THE BOARD OF DIRECTORS ON CORPORATE 2.1 GOVERNANCE In accordance with the provisions of Articles L. 225-37 et seq . of the French Commercial Code, this chapter sets out information concerning the composition of the Board of Directors, including the application of the principle of balanced representation of men and women among its members, the conditions for the preparation and organization of its work, and any restrictions that the Board of Directors may have placed on the powers exercised by General Management. This report restates the provisions applicable to the determination of compensation and benefits in kind granted to corporate officers. This report was presented to the Audit Committee, the Appointments Committee and the Compensation Committee for the sections that fall under their areas of responsibility. Thereafter it was approved by the Board of Directors at its meeting of February 13, 2019. COMPOSITION AND CONDITIONS 2.1.1  FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS COMPOSITION OF THE BOARD 2.1.1.1 OF DIRECTORS Pursuant to Article 11 of the Company’s bylaws and Article L. 225-17 of the Code de commerce, the Board of Directors of Compagnie Plastic Omnium is composed of up to 18 members. At December 31, 2018, the Company is governed by a Board of Directors composed of 15 members: the Chairman and CEO, the Co-Chief Executive Officer and Chief Operating Officer, the Chief Operating Officer, 12 directors. The directors have additional experience (international, financial, industrial, commercial expertise, etc.) with some having former, in-depth knowledge of Compagnie Plastic Omnium and its environment. Compagnie Plastic Omnium seeks to increase the diversity and international experience of its Board of Directors. The quality and diversity of the personalities making it up guarantees the balance of powers within the Board. The term of office of each director is three years, and is renewable. Directors are appointed by the Shareholders’ Meeting for three-year terms expiring at the close of the Shareholders’ Meeting called during the year in which their term expires to approve the accounts for the previous fiscal year. The Board of Directors includes 6 independent directors (see paragraph “Guiding principles independence”); the percentage of independent directors is therefore 40%, in compliance with the recommendations of the AFEP-MEDEF Code. The Board of Directors includes 7 women directors out of 15, which is a representation rate of 47%, in compliance with Article L. 225-18-1 of the Code de commerce which establishes the principle of gender balance within Boards of Directors. Internal Rules The Internal Rules of the Board of Directors specify the way in which the Board of Directors operates and the rights and duties of directors (familiarity with and observance of regulatory texts, respect for matters of social interest, duties of diligence, of information, of discretion and of secrecy, responsibility with regard to the Code of Ethics of the stock exchange, etc.). The Internal Rules are updated regularly by the Board of Directors to incorporate changes to laws and regulations, best practice in corporate governance and its own working methods. The most recent update to the Internal Rules of the Board of Directors is dated December 15, 2017. They are also published on Plastic Omnium’s website: www.plasticomnium.com .