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 62 AMOUNT OF ATTENDANCE FEES ALLOCATED (IN EUROS) Directors 2018 fiscal year (4 meetings and 6 Committee meetings) 2017 fiscal year (4 meetings and 6 Committee meetings) Mr. Laurent Burelle 46,187 43,520 Mr.Jean-Michel Szczerba 39,787 37,120 Mr. Paul Henry Lemarié 39,787 37,120 Mrs. Éliane Lemarié 41,387 38,720 Mr. Jean Burelle 39,787 37,120 Mrs. Anne Asensio 45,387 44,320 Mrs. Félicie Burelle 39,787 18,560 Mrs. Anne-Marie Couderc 46,987 41,920 Mrs. Amélie Oudéa-Castéra 42,987 38,720 Mrs. Lucie Maurel Aubert 44,587 37,120 Mrs. Cécile Moutet 39,787 27,840 Mr. Jérôme Gallot 46,187 43,520 Prof. Dr Bernd Gottschalk 33,040 20,160 Mr. Vincent Labruyère 46,187 32,640 M. Alexandre Mérieux 29,840 - M. Alain Mérieux 9,947 27,840 TOTAL 631,658 526,240 Distribution rules for 2019 2.1.2.1.3 The Board will recommend to the Shareholders’ Meeting of April 25, 2019 to increase the maximum budget for attendance fees to €690,000 from €640,000 as of January 1 st , 2019. In its meeting dated February 13, 2019, the Board of Directors decided to set the attendance fees as follows: 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; ● the remaining amount available will be shared between the directors ● depending on their attendance at Board meetings. COMPENSATION PAID TO EXECUTIVE 2.1.2.2 DIRECTORS This report, prepared by the Board of Directors, upon the proposal of the Compensation Committee, in accordance with the provisions of Article L. 225-37-2 of the French Commercial Code, presents the total compensation and all benefits in kind paid during the 2018 financial year to executive directors. It describes and distinguishes between the fixed, variable and exceptional elements that make up that remuneration and those benefits as well as the criteria used to calculate them or the circumstances giving rise to them. Principles and rules approved by the Board of 2.1.2.2.1 Directors to fix the compensation and benefits in kind granted to the executive directors In accordance with the provisions of the AFEP-MEDEF Code, compensation paid to executive directors is defined by the Board of Directors based on the proposal of the Compensation Committee. It is presented at the Shareholders' Meeting and subjected to a binding vote in accordance with Articles L. 225-37-2 and L.225-100 of the French Commercial Code. The compensation policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, it ensures that the compensation policy complies with the principles of comprehensiveness, balance, consistency and measurement and takes into account the practices of comparable international groups. The compensation of executive directors is closely related to the performance of the Company to encourage attainment of the short-, medium-and long-term objectives. For this purpose, the Compensation Committee proposes demanding, complementary and stable performance criteria. The Board of Directors differentiates the components for determining the compensation of Mr. Laurent Burelle, Chairman and Chief Executive Officer, and Mr. Paul Henry Lemarié, Chief Operating Officer, members of the family group and majority shareholder, from that of Mr. Jean-Michel Szczerba, Co-Chief Executive Officer and Chief Operating Officer.