Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 74 In accordance with the provisions of Articles L. 225-37 et seq . and L. 22-10-9 and L. 22-10-10 of the French Commercial Code, this chapter describes the conditions for the preparation and organization of the work of the Board of Directors, including in particular the organizational principles guaranteeing a balance of powers. The components of the compensation of corporate officers are also specified, as well as the transactions in Plastic Omnium shares declared by the corporate officers in 2020 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code. 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 17, 2021. ! # $ $ # " $ !" ! " $ 3.1 " * $ $ ' " $ " " $ "# COMPOSITION OF THE BOARD 3.1.1 OF DIRECTORS BALANCE TO THE COMPOSITION 3.1.1.1 OF THE BOARD OF DIRECTORS Pursuant to Articles 11 and 11b of the Company’s bylaws and in accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the French Commercial Code, the Board of Directors of Compagnie Plastic Omnium SE is composed of up to 18 members, two of whom represent the Group’s employees when the number of directors is greater than or equal to 8. 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, at its meeting of February 18, 2020, decided to reappoint Mrs. Félicie Burelle as Managing Director for the duration of her term as director. The Shareholders’ Meeting of April 23, 2020 ratified the co-option of Mr. Laurent Favre as director and renewed the terms of office of Mrs. Félicie Burelle, Mrs. Anne Asensio, Mrs. Cécile Moutet and Mr. Vincent Labruyère. At the date of this report, the Company is administered by a Board of Directors composed of 17 members: 15 directors elected by the Shareholders’ Meeting in accordance with ● the provisions of the French Commercial Code, including the Chairman of the Board of Directors (Mr. Laurent Burelle), the Chief Executive Officer (Mr. Laurent Favre) and the Managing Director (Mrs. Félicie Burelle); two directors representing the employees appointed in accordance with ● the provisions of Articles L. 22-10-6 et seq . of the French Commercial Code. The Board of Directors includes 6 independent directors (see section 3.1.1.5) ; the percentage of independent directors is therefore 40%, it being specified that in accordance with the AFEP-MEDEF Code, the number of directors representing the employees is not included to calculate the percentage of independent directors. DIVERSITY POLICY APPLIED 3.1.1.2 TO THE BOARD OF DIRECTORS: PROFILES, EXPERIENCE AND EXPERTISES OF THE DIRECTORS IN OFFICE In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced representation of women and men on Boards of Directors, the Board of Directors of Compagnie Plastic Omnium SE comprises 8 female directors out of 17. The law provides that in assessing the proportion of men and women on Boards of Directors, directors representing the employees and not elected by the Shareholders’ Meeting are not taken into account. As the Board of Directors of Compagnie Plastic Omnium SE includes two directors representing employees, the assessment is made on the basis of fifteen directors including seven women, i.e. 47% women. The principle of gender balance is also respected with regard to the two directors representing the employees. In addition to the increasing representation of women amongst its members, the Board of Directors of Compagnie Plastic Omnium SE strives to diversify its profiles, both French and international. On the basis of the skills matrix (see below), the Appointments Committee makes recommendations to the Board of Directors for the purpose of selecting, if necessary with the assistance of an external firm, candidates when renewing the composition of the Board of Directors on the basis of the following criteria: management skills acquired in large French or foreign international ● companies; knowledge of the Group or its business sector; ● professional experience; ● financial and accounting expertise; ● sustainability, R&D and digital skills; ● availability and commitment to perform their office. ●