BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

4.1.1.3

Evolution of the Board of Directors following the Shareholders’ Meeting of May 20, 2020

Independent Directors do not have any relation of any kind with the Company, its Group or its management that is such as to color their judgment. In 2019, the sole relationships between a Director and BIC Group involved Directors qualified as non-independent. On the recommendations of the Nominations, Governance and CSR Committee, these relationships have been reviewed by the Board of Directors at the February 11, 2020 meeting and considered as non-significant in view of the commitments, the amount of the transactions they represent for each of the interested companies (they represent less than 0.05% of the commercial flows of each) and their normal conditions. According to the Internal Rules and Procedures, Directors qualified as independent strive to maintain this quality. However, if a Director believes that he/she can no longer or will shortly no longer be qualified as independent under the AFEP-MEDEF’s Corporate Governance Code, such Director must immediately notify the Chairman, who will place this item on the agenda of the next meeting of the Board of Directors. Training of the Directors Each Director is provided, if he or she considers it to be necessary, with supplementary training relating to the Company’s specific features, its businesses, its business sector and its social and environmental responsibility aspects.

Marie-Pauline Chandon-Moët and Candace Matthews, whose mandates are up for renewal, will be proposed for reelection for three years at the Shareholders’ Meeting of May 20, 2020. It will also be proposed to the Shareholders’ Meeting the ratification of the cooptation of Mr. Timothée Bich as Director and the renewal of this mandate, as well as the appointment of Mr. Jake Schwartz as new Director. Subject to the approval of the Shareholders’ Meeting, the Board will be composed as follows: Pierre Vareille – Chairman; ● Gonzalve Bich – Director and Chief Executive Officer; ● Elizabeth Bastoni – Director; ● Vincent Bedhome – Director representing the employees; ● Timothée Bich – Director; ● Marie-Aimée Bich-Dufour – Director; ● Maëlys Castella – Director; ● Marie-Pauline Chandon-Moët – Director; ● John Glen – Director; ● Candace Matthews – Director; ● SOCIÉTÉ M.B.D. (Édouard Bich) – Director; ● Jake Schwartz – Director. ●

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •