BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

evaluate, challenge and approve both long-term strategy and ● annual plans proposed by the CEO and his management team; ensure that the Strategic Plan is consistent with the Values ● and DNA of the Company, and aligned with Shareholder and other stakeholder interests; approve significant investments or divestitures, operations ● impacting the capital structure, and use-of-cash & dividend policies; ensure adequate resources have been secured for successful ● business operation; measure and monitor implementation of the strategy, review ● quarterly financial statements, and approve first-half and annual financial statements; be responsible for information to Shareholders. ● The Board endeavours to promote long-term value creation by the Company by considering the social and environmental aspects of its activities. If applicable, it proposes any statutory change that it considers appropriate. It regularly reviews, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly. To this end, the Board of Directors receives all of the information needed to carry out its task, notably from the executive officers. It also ensures that the executive officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies. It ensures the implementation of a mechanism to prevent and detect corruption and influence peddling. It receives all of the information needed for this purpose. Chairman The Chairman is in charge of organizing and directing the work of the Board and reports to the Shareholders’ Meeting as provided by the legislation. He also ensures that the bodies of the Company function properly and that the Directors are able to fulfill their mission. He is careful to maintain a close and trusting relationship with Executive Management and provides the team with assistance and advice while respecting its executive responsibilities. He organizes his activities so as to ensure his availability and put his experience to the Group’s service. Limitation of the powers of the 4.1.2.2. Management The Chief Executive Officer has the broadest powers to act in all circumstances on behalf of the Company, and to represent it in its relations with third parties. He exercises his powers within the limitations of the corporate object, and subject to any powers expressly attributed by law to the Shareholders’ General Meeting and Board of Directors.

The Internal Rules and Procedures specify the type of operations that must in all cases be subject to prior authorization by the Board of Directors: transactions outside SOCIÉTÉ BIC’s announced strategy; ● decisions to set up French or foreign operations by creating ● an establishment, direct or indirect subsidiary, or by acquiring a shareholding, as well as any decisions to discontinue such operations, if the amount of such operations exceeds 50 million euros; internal reorganization if the cost of such operation exceeds ● 50 million euros. The Internal Rules and Procedures specify that these rules are related not only to external acquisitions or disposals, but also to major investments in organic growth or significant internal restructuring actions. Rights and duties of the Directors – 4.1.2.3. Insider dealing rules – Conflicts of interests – Shareholders Relation Information of the Board In order to successfully carry out its mission, the Board of Directors has complete, accurate and early information, in particular regarding the performance of each business, as well as the financial and treasury position of the Company. In this respect, the Internal Rules and Procedures provide that the Board of Directors must be informed of the Company’s financial position, cash flow position and off-balance sheet commitments at December 31 and June 30 each year. The Rules also provide that each Director has the duty to keep up-to-date and to ensure that he/she receives sufficient and relevant information in due time. Stock ownership and insider dealing rules The Internal Rules and Procedures provide that all Directors must be Shareholders and should hold, beyond the sole statutory requirement (one share), 500 shares. If they do not hold this number at the time of taking office, they must use their director’s fee to purchase them. Moreover, the Chief Executive Officer, Executive Vice-Presidents and the Directors are subject to obligations to hold and keep shares (see section 4.2.2.7.) Moreover, rules have been drawn up in writing concerning restrictions and/or prohibitions regarding share purchase or sale activity when the Directors and other concerned parties have information not yet made public. Directors were informed of regulatory developments under EU market abuse regulation no. 596/2014 effective since July 3, 2016. Finally, Directors must inform the AMF of any operation performed by them or their relatives on BIC’s shares (see section 4.1.1.5.) Conflict of interests According to the Internal Rules and Procedures, any Director must inform the Board, in full and beforehand, of any real or potential conflict of interest in which he/she could be directly or indirectly involved. In such case, the Director cannot take part in either the debates or in the decision on this matter.

145

• BIC GROUP - 2018 REGISTRATION DOCUMENT •