BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

4.1.2.3

Rights and duties of the Directors – Insider dealing rules – Conflicts of interests – Shareholders Relation

Conflict of interests According to the Internal Rules and Procedures, any Director must inform the Board, in full and beforehand, of any real or potential conflict of interest in which he/she could be directly or indirectly involved. In such case, the Director cannot take part in either the debates or in the decision on this matter. 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. 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, and at any time as required by the Group’s business activities throughout the year. The Executive Vice-President, Executive Committee 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 2019, the Board of Directors met seven times with an average length of 4 hours 20 minutes. The attendance rate at the meetings was 94%. Organization and work

Information of the Board In order to successfully carry out its mission, the Board of Directors has complete, accurate and early information, in particular regarding the performance of each business, as well as the financial and treasury position of the Company. In this respect, the Internal Rules and Procedures provide that the Board of Directors must be informed of the Company’s financial position, cash flow position and off-balance sheet commitments at December 31 and June 30 each year. The Rules also provide that each Director has the duty to keep up-to-date and to ensure that he/she receives sufficient and relevant information in due time. Stock ownership and insider dealing rules The Internal Rules and Procedures provide that all Directors must be Shareholders and should hold, beyond the sole statutory requirement (one share), 500 shares. If they do not hold this number at the time of taking office, they must use their compensation as Director to purchase them. Moreover, the Chief Executive Officer, Executive Vice-President and the Directors are subject to obligations to hold and keep shares (see section 4.2.2.7. - P erformance-based share allocations ). Moreover, rules have been drawn up in writing concerning restrictions and/or prohibitions regarding share purchase or sale activity when the Directors and other concerned parties have information not yet made public. Directors were informed of regulatory developments under EU market abuse regulation No. 596/2014 effective since July 3, 2016. Finally, Directors must inform the AMF of any operation performed by them or their relatives on BIC’s shares ( see section 4.1.1.5. - Transactions in Company shares by Corporate Officers and Related Persons in 2019).

REGULAR ATTENDANCE OF MEMBERS OF THE BOARDOF DIRECTORS

Attendance on the Nominations, Governance and CSR Committee

Attendance on the Remuneration Committee

Attendance on the Board of Directors

Attendance on the Audit Committee

Pierre Vareille

100%

n/a

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 (until Dec.3, 2019)

17%

n/a

n/a

n/a

Timothée Bich (fromDec.10, 2019)

100%

n/a

n/a

n/a

Marie-Aimée Bich-Dufour (fromMay 22, 2019)

100%

n/a

n/a

100%

Maëlys Castella (fromMay 22, 2019)

100%

100%

100%

n/a

Marie-Pauline Chandon-Moët

100%

n/a

n/a

n/a

John Glen

100%

100%

n/a

n/a

Candace Matthews

100%

100%

n/a

100%

SOCIÉTÉ M.B.D. (Édouard Bich)

100%

100%

n/a

n/a

n/a: non-applicable.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •