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 60 Compensation Committee Composition Composition as at December 31, 2018: Anne-Marie Couderc ( Chairperson ) ● Amélie Oudéa-Castéra ● Bernd Gottschalk ● Since December 13, 2013, the committee has been chaired by Anne-Marie Couderc, an independent director and committee member since December 13, 2013. The number of independent directors is three, i.e. 100% and the committee has no executive director. This composition is in line with the recommendations of the AFEP-MEDEF Code. The directors actively participate in Committee meetings, acting in the interests of the shareholders and exercising their judgment in a completely independent manner. In 2018, the Compensation Committee met twice, with an attendance rate of 100%. Principal missions Drafting proposals for the compensation of executive directors and conditions for the grant thereof Proposals relating to the pension and insurance plans Fixing the budget for the attendance fees to be submitted to the Shareholders’ Meeting and the distribution method Determining the long-term incentive plan policy, mainly including plans for the allocation of free shares Main activities in 2018 Reviewing the fixed compensation and bonus components of executive directors and recommendations to the Board Analyzing the performance of executive directors in 2017 and communicating the recommendation to the Board for an annual bonus for 2017 Analyzing the performance of executive directors in 2018 and communicating the recommendation to the Board for an annual bonus for 2018 Analyzing and considering the structure of the executive directors’ annual bonus and the objectives for 2019 Preparing resolutions relating to the compensation of executive directors, submitted to the Shareholders’ Meeting of April 25, 2019 Retirement of senior managers: reviewing the situation of each executive director Distribution of attendance fees pursuant to the rules providing a majority variable share Appointments Committee Composition Composition as at December 31, 2018: Anne-Marie Couderc ( Chairperson ) ● Éliane Lemarié ● Lucie Maurel Aubert ● Since July 22, 2014, the committee has been chaired by Anne-Marie Couderc, an independent director and committee member since the same date. The Appointments Committee is primarily composed of independent directors and there is no executive director. This composition is in line with the recommendations of the AFEP-MEDEF Code. The directors actively participate in Committee meetings, acting in the interests of the shareholders and exercising their judgment in a completely independent manner. In 2018, the Appointments Committee met once, with an attendance rate of 100%. Principal missions Consideration and recommendations to the Board regarding procedures for the exercise of powers by senior management Opinion on the proposal of the Chairman of the Board of Directors for the appointment of Chief Operating Officers Recommendation for new directors to the Board Examination of the qualification of independent directors, reviewed by the Board of Directors every year Verification of the proper application of the Corporate Governance Code referred to by the Company Discussion on issues pertaining to the governance related to the working and organization of the Board Preparation of succession plans for executive directors in the event of unforeseen vacancies Main activities in 2018 Reviewing the succession plans of executive directors to ensure continuity of the senior management Reviewing the conditions for the exercise of powers by senior management: uniqueness of the responsibilities of the Chairman and Chief Executive Officer Discussing the composition of the Board: diversity, complementary profiles, skills, gender balance, number of directorships, etc. Proposal to renew the term of office of Mrs. Amélie Oudéa-Castéra Discussing the composition of Board Committees and recommendations Review of the status of each director with regard to conflict of interest obligations Reviewing the independence of each director with respect to the criteria listed in the AFEP-MEDEF Code Review of the report of the Board of Directors on corporate governance.