BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

This chapter, prepared with the support of the Remuneration 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 11, 2020. The cross-reference table for Corporate Governance indicates the sections of the Universal Registration Document corresponding to the sections 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 January 2020 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 ANDMANAGEMENT 4.1. BODIES

4.1.1

COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE ANDMANAGEMENT

BODIES

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. The Board works with the Chief Executive Officer at building a vision and a set of expectations and guidelines. 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 of monitoring the 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 so that the Board may effectively discharges its duties. The information includes, but is not limited to, macro-economic trends, competitive landscapes, new technologies, acquisition possibilities, SWOT analyses, ROI projections and post-analyses, etc.

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. The Chairman of the Board is responsible for the leadership, governance and overall functioning of the Board and its Committees, while the Chief Executive Officer is responsible for the operations, 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. - Remits of the Board of Directors and Chairman . The Executive Committee (which includes the Executive Vice-President) reports to the Chief Executive Officer. A complete chart of the Executive Committee is presented in section 2.4.3.2. - The Executive Committee .

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •