BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

4.1.2

FUNCTIONING OF THE BOARD

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 ensures the implementation of a mechanism to prevent and detect corruption and influence peddling. It receives all of the information needed for this purpose. 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. 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. 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 purpose, 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. Limitation of the powers of the 4.1.2.2

OF DIRECTORS

SOCIÉTÉ BIC’s Internal Rules and Procedures formalize the mission, organization and ethical principles that guide the actions of the Board of Directors. The Internal Rules and Procedures are available on the website of the Company (www.bicworld.com – Governance).

4.1.2.1

Remits of the Board of Directors and

Chairman

Board of Directors The Board of Directors determines the broad lines of the Company’s business activities and ensures their implementation. It deals with all matters relating to the proper conduct of the Company’s business and decides all pertinent issues. The Board of Directors has to give its opinion on matters that can have a significant impact on the development, strategy or operation of the Group. The missions of the Board of Directors are defined as follows: install the proper governance structure and ensure its ● effective and ethical operations; define the Company’s business perimeter and appetite for risk, ● ensure that the key risks to which the Company is exposed are in keeping with its strategies and objectives; select, valuate and determine the compensation of the ● Chairman, all Board members, the Chief Executive Officer, and Executive Vice-Presidents; plan the succession planning for all Board members, including ● the Chairman, the Chief Executive Officer and the Executive Vice-Presidents. Long term planning of the necessary human resources, focusing on the Executive Committee; evaluate, challenge and approve both long-term strategy and ● annual plans proposed by the Chief Executive Officer and his management team; ensure that the strategic plan is consistent with the Values and ● DNA of the Company, and aligned with Shareholders and other stakeholders 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 operations; 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.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •