BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

This chapter, prepared with the support of the Compensation Committee, Nominations, Governance and CSR Committee and Audit Committee, for the parts specific to them, includes the Corporate Governance report referred to in Article L. 225-37 of the French Commercial Code. It was approved by the Board of Directors held on February 12, 2019.

The crossreference table presented in section 9.7. indicates the parts of the management report corresponding to the parts of the Corporate Governance report, which do not appear in this chapter. The Company refers to the AFEP-MEDEF’s Corporate Governance Code for listed corporations (version dated June 2018 available on the website www.medef.fr). The Company complies with this Code except when indicated in this report (section 4.1.2.7.).

ADMINISTRATIVE AND MANAGEMENT 4.1. BODIES

4.1.1.

COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES

Last, it must be said that we always conduct ourselves consistently with the Values and DNA that has come to differentiate BIC: responsibility, simplicity, agility, entrepreneurship, anti-bureaucratic spirit, quick decision-making, long-term thinking, measured risk taking, respect of the strong family heritage and the Company’s Code of Conduct, belief in the Brand, product-focus, manufacturing excellence, low production costs, consistently high quality, solid balance sheet. Method of performance of General Management Following the Shareholders’ Meeting held on May 16, 2018, the Board decided the separation of duties of Chairman and Chief Executive Officer. Gonzalve Bich was appointed as Chief Executive Officer and Pierre Vareille as Chairman of the Board. It consists in separating the position of Chairman of the Board, responsible for the Leadership, governance and overall functioning of the Board and its Committees, and the one of Chief Executive Officer who runs the Company, reporting to the Board of Directors. The missions of the Board of Directors, of the Chairman and of the Chief Executive Officer are described in more detail in section 4.1.2.1 (page 144). Alongside Gonzalve Bich, two Executive Vice-Presidents, James DiPietro and Marie-Aimée Bich-Dufour, carry out the general management of the Company. The Leadership Team (which includes the Executive Vice-Presidents) reports to the Chief Executive Officer. A complete chart of the Leadership Team is presented in section 2.4.3.2 (page 58). The Board of Directors held on February 12, 2019 acknowledged Marie-Aimée Bich-Dufour’s decision to resign from her functions of Executive Vice-President, effective as of March 31, 2019, it being specified that her appointment as Director will be proposed during the Shareholders’ Meeting of May 22, 2019. Besides, she will maintain her position as the Chair of the BIC Foundation for Education and other positions within BIC Group, in particular acting as a representative. For the purpose of said positions, she will enter an employment contract within the Group.

Governance structure 4.1.1.1. Since its creation, the Company has been a public limited company (société anonyme) with a Board of Directors. Our philosophy The history of our Group is deeply rooted in an entrepreneurial spirit that led to inventive expansion into new categories and aggressive expansion into new geographies. We consider entrepreneurship to be in our DNA. It is vitally important for the Board and the Chief Executive Officer to foster that spirit and keep it alive in our culture for future generations. It begins with the Board providing a Vision and a set of expectations and guidelines to the Chief Executive Officer. What are our growth aspirations, what businesses should we be in, what are our margin expectations, how acquisitive should we be in pursuit of our goals, etc. The Chief Executive Officer constructs the long-term strategy and annual plans designed to achieve these goals. In turn the Board reviews these plans, challenges where needed and ultimately approves. Upon approval, the Board joins with the Chief Executive Officer as accountable parties for our Company’s long-term strategy. The Board also carries the responsibility to monitor performance of the business. Establishing expectations and perimeters is one of the most important functions of the Board, and it is the Chief Executive Officer’s responsibility to provide the necessary information, analysis and insight to inform the Board: macro-economic trends, competitive landscapes, new technologies, acquisition possibilities, SWOT analyses, ROI projections and post-analyses, etc.

126

• BIC GROUP - 2018 REGISTRATION DOCUMENT •