Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 61 CORPORATE GOVERNANCE CODE 2.1.1.5 AFEP-MEDEF Code: the reference code Compagnie Plastic Omnium remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://medef.com. The table below provides the Company’s explanations for the recommendations of the AFEP-MEDEF Code that are not applied. Recommendations AFEP-MEDEF Code Compagnie Plastic Omnium practices and justifications Terms of office of directors must be staggered so as to prevent reappointment en masse (Article 13.2) The terms of office of ten of the fifteen members of the Board of directors expires in 2021, the term of office of one Board member expires in 2019 and that of four of them expires in 2020. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. Information on the ceiling applicable to variable compensation The annual fixed compensation of Messrs. Laurent Burelle and Paul Henry Lemarié correspond to a rate of 120% of the highest coefficient in the collective bargaining agreement in the Plastics industry (coefficient of 940). Messrs. Laurent Burelle and Paul Henry Lemarié received compensation of €89.806 in this respect in 2018. The variable compensation of Messrs. Laurent Burelle and Paul Henry Lemarié is based on thecash-flow from operations of Burelle SA, Plastic Omnium’s parent company. Since this base fluctuates according to the performance of Burelle SA, it is not possible to indicate a ceiling. Sub-ceiling on the number of options or free share awards that may be allocated to the executive directors compared to the overall budget (Article 24.3.3) This limit is not relevant in respect of Compagnie Plastic Omnium, as only Jean-Michel Szczerba may receive options or free share awards; Messrs. Laurent Burelle and Paul Henry Lemarié have waived theirs since 2015 and 2013, respectively. COMPENSATION OF MEMBERS 2.1.2 OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE DIRECTORS COMPENSATION OF MEMBERS 2.1.2.1 OF THE BOARD OF DIRECTORS Each director receives attendance fees, the maximum amount whereof is voted by the Ordinary Shareholders’ Meeting and the distribution whereof is decided by the Board of Directors. Distribution rules for 2018 2.1.2.1.1 The amount of attendance fees distributed among the directors includes a major variable portion depending on their attendance at meetings, in accordance with the recommendations of the AFEP-MEDEF Code. The Board considered the following distribution for 2018: Chairman: €3,200 per Board meeting; ● Directors: €1,600 per Board meeting; ● Committee Chairman: €2,400 per Committee meeting; ● Committee member: €1,600 per Committee meeting; ● balance allocated proportionately among all Board members in line ● with actual attendance at meetings. Amounts paid for 2018 2.1.2.1.2 A total amount of €631,658, within the limits of the budget of €640, 000 voted by the Shareholders’ Meeting of April 26, 2018, was distributed to directors for 2018, for a total of four Board meetings and six Committee meetings. In 2018, the attendance rate at the meetings was 100% for the Board of Directors, 100% for the Audit Committee, the Compensation Committee and the Appointments Committee.