BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

Organization and work 4.1.2.4. Invitation and notification to Board members for upcoming meetings may take place by any means and are always confirmed in writing. In principle, the Board of Directors meets at least six times a year in ordinary session, and at any time required by the Group’s business activities throughout the year. The Executive Vice-Presidents, the Leadership Team members or any other person having a particular expertise as to the matters included in the agenda, are authorized, at the request of the Chairman, to attend the whole or part of the Board Meeting. The Statutory Auditors can also be invited to attend meetings other than the ones for which their convening is legally mandatory. In 2018, the Board of Directors met seven times with an average length of 4 hours 40 minutes. The attendance rate at the meetings was 94%.

Directors issue an annual statement on the absence of conflict of interest.

Shareholder relations Shareholders’ dialogue with the Board of Directors is entrusted to the Chairman of the Board during Shareholders’ Meetings. Throughout the year, this dialogue is handled either directly by Gonzalve Bich, Director and Chief Executive Officer, and by Jim DiPietro, Executive Vice-President and Chief Financial Officer, or by BIC Teams (Stakeholders Engagement, Financial Communication, Legal…) in accordance with securities laws, in particular with equal access to information. Main comments, questions, points of interests, and main concerns from Shareholders and proxy advisors are reported to the Board of Directors.

REGULAR ATTENDANCE OF MEMBERS OF THE BOARD OF DIRECTORS

Attendance on the Board of Directors

Attendance on the Audit Committee

Attendance on the Compensation Committee

Attendance on the Nominations Committee

Pierre Vareille

100%

100%

n/a

n/a

Gonzalve Bich

100%

n/a

n/a

n/a

Elizabeth Bastoni

100%

n/a

100%

100%

Vincent Bedhome

100%

n/a

100%

n/a

François Bich

43%

n/a

n/a

n/a

Marie-Pauline Chandon-Moët

100%

n/a

n/a

n/a

John Glen

100%

100%

n/a

n/a

Mario Guevara

100%

n/a

n/a

n/a

Candace Matthews

86%

100%

100%

100%

M.B.D. (Édouard Bich)

100%

100%

n/a

n/a

Marie-Henriette Poinsot

100%

n/a

100%

100%

n/a: non-applicable.

Evaluation of the Board 4.1.2.5. and Committees

Apart from the regular duties undertaken by the Board (e.g. closing of the accounts, review of the quarterly results, approval of the annual budget, approval of the compensation of the Executive Officers, etc.), the Board also deliberated in 2018 on: the evolution of the Governance and the separation of the ● functions of Chairman and Chief Executive Officer; the progress of the Strategic Plan; ● the new Sustainable Development Program, Writing the ● Future Together; the risks management; ● Human Resources Policy, especially in terms of ● non-discrimination and diversity (including gender balance program); the share buyback program (including an operation to cancel ● shares); and the update of its Internal Rules and Procedures. ● Moreover, the Non-Executive Directors met several times during the fiscal year. The meetings allowed discussions on the Company’s Governance methods and on its management’s future.

The Internal Rules and Procedures prescribe that, once a year, the Board of Directors must devote a point of its agenda to debate its composition, organization and operating mode, and can decide, on this occasion, to adapt it to new circumstances. This assessment must enable discussion, amongst other points, of the functioning of the Board of Directors in order to increase its efficiency, to ensure that the important questions are suitably prepared and discussed and to measure the actual contribution of each Director to the Board’s works based on his/her competencies and involvement in discussions. In 2018, a self-assessment on the composition and effectiveness of the Board was conducted. It was carried out by the Nominations, Governance and CSR Committee on the initiative of its Chair. Following this evaluation, four types of improvements have been undertaken on the definition of the strategy, Director’s training, Chairman and CEO succession plan and the risk management. The individual performance of each Board member has not been assessed this year (it had been made in 2017).

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •