BIC - 2018 Registration document

CORPORATE GOVERNANCE

Administrative and management bodies

Compensation Committee b) Composition Elizabeth Bastoni – Chairman (Independent Director); ● Marie-Henriette Poinsot; ● Vincent Bedhome (Director representing employees). ● Candace Matthews (Independent Director) was a member of the Compensation Committee, until May 2018 when she left and became a member of the Audit Committee. Current composition of the committee: one independent member out of 2 members (excluding the Director representing the employees). Main remits The Compensation Committee issues recommendations, regularly examines and challenges: the compensation policy for the Board of Directors, Chief ● Executive Officer and the Executive Vice-Presidents; procedures for the establishment of compensation and/or ● benefits for the Chairman of the Board, the Chief Executive Officer and the Executive Vice-Presidents; total amount and allocation of Directors’ attendance fees; ● in collaboration with the Audit Committee, performance ● metrics, and annual assessment of the performance of the Chief Executive Officer and the Executive Vice-Presidents in light of the objectives assigned to them by the Board of Directors; Long-Term Incentive Plans for the Company’s Executive ● Corporate Officers and employees; competitiveness of all compensation elements of the ● Leadership Team. The Committee is also kept informed of the application of the compensation policy of the Group. 2018 main activities The Compensation Committee met four times. The attendance rate was 100%. In 2018, the Committee’s activity focused specifically on discussions and/or recommendations regarding the: Details and level of compensation for the Chairman of the ● Board and Board members; Analysis of the positioning of the total compensation of the ● Board members, Corporate Officers and of the Leadership Team; Details and level of base compensation, annual bonuses and ● long-term incentives for the CEO and Executive Vice-Presidents; Determination of the criteria used for the short-term variable ● compensation for the CEO and the Executive Vice-Presidents; Details of the supplementary pension plans and other benefits ● for the CEO and the Executive Vice-Presidents; Principles and amounts of share awards subject to ● performance conditions, portion of the grant dedicated to Corporate Officers, determination of three-year targets that govern these awards, in addition to the principles in the case of departure from the Company;

Principles and number of shares granted to employees ● without performance conditions; Analysis of the compliance with AFEP-MEDEF ● recommendations. The Committee also reviewed the compensation of the Leadership Team and the practice of the compensation policy in the Group. Pierre Vareille, Chairman of the Board of Directors, and Gonzalve Bich, Chief Executive Officer, took part in the Committee work for certain topics. Nominations, Governance and CSR Committee c) Composition Elizabeth Bastoni – Chairman (Independent Director); ● Marie-Henriette Poinsot; ● Candace Matthews (Independent Director). ● 2 Independent Members out of 3 → 2/3 independent membership. Main remits The Nominations, Governance and CSR Committee’s role includes: 1. Nominations To regularly examine issues concerning the composition of ● the Board of Directors; To propose the criteria for selecting the members of the ● Board of Directors: The criteria for selection are based on the desired balance in the composition of the Board of Directors as well as in the skills, availability and ethics of its members. It also makes proposals, where appropriate, to define the “ideal” Board of Directors and to suggest missing skills to improve the Board’s functioning; To organize a procedure designed for selecting the Directors, ● the Chairman of the Board of Directors, and/or the Vice-Chairman Lead Director. The Committee works with the Chairman and/or the Vice-Chairman Lead Director, as appropriate, to execute the search; To prepare a succession plan for Executive Corporate Officers, ● in the event of unforeseeable vacancy; the Chairman of the Board of Directors and/or the Vice-Chairman Lead Director is involved in this task; The Committee is informed of the succession plan and appointment of Leadership Members. Pierre Vareille, Chairman of the Board, and Gonzalve Bich, Chief Executive Officer, may, in some cases, be involved in the Committee’s work. 2. Governance To discuss the qualification as an Independent Director; ● To ensure that the Board of Directors makes a regular ● assessment of its operating methods and that of the Committees; More generally, to deal with any issue regarding a significant ● risk in terms of human capital for the Group, or regarding governance as submitted by the Board of Directors.

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• BIC GROUP - 2018 REGISTRATION DOCUMENT •