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 96 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 overall amount of the compensation of corporate officers 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 2020 reviewing the fixed compensation and bonus components of executive ● directors and recommendations to the Board; analyzing the performance of executive directors in 2019 and ● communicating the recommendation to the Board for an annual bonus for 2019; analyzing the performance of executive directors in 2020 in the context ● of the health crisis and communicating the recommendation to the Board for an annual bonus for 2020; analysis and proposals relating to performance share plans for 2019 ● and 2020; analyzing and considering the structure of the executive directors’ ● annual bonus and the objectives for 2021; preparing resolutions relating to the compensation of corporate ● officers, submitted to the Shareholders’ Meeting of April 22, 2021; retirement of managers: reviewing the situation of each executive ● director; distributing the amount allocated to the directors as compensation for ● their activity on the Board of Directors and its committees, in application of the rules providing for a preponderantly variable portion. APPOINTMENTS COMMITTEE Mme Anne-Marie Couderc, Présidente 2 RÉUNIONS 100 % DE PARTICIPATION The Appointments Committee is composed of three members: Mrs. Anne-Marie Couderc, Mrs. Eliane Lemarié and Mrs. Lucie Maurel Aubert. The Appointments Committee met 2 times in fiscal year 2020 with an overall participation 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 Chief Executive Officer for the ● appointment of Managing Directors; 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 2020 examination of the succession plans for executive directors with a view ● to ensuring the continuity of Senior management; proposal for the reappointment of Félicie Burelle as Managing Director; ● discussion on the composition of the Board: diversity, complementary ● profiles, skills, gender balance, number of directorships, etc.; proposed renewal of the terms of office of Mr. Laurent Burelle, ● Mr. Laurent Favre, Burelle SA represented by Ms. Eliane Lemarié, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert, Mr. Bernd Gottschalk, Mr. Paul Henry Lemarié and Mr. Alexandre Mérieux; discussion on the composition of Board Committees and ● recommendations; review of the status of each director with regard to conflict of interest ● obligations; review of 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; ● determination of the methods for the Board of Director’s annual ● assessment.