BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

the valuations and principles of on-balance sheet items which are based on market and economic valuations of the Company. The Audit Committee reviews the draft financial market communication and provides input and advice thereon. The Audit Committee is responsible for providing its opinion on the nomination of Statutory Auditors, as well as attesting to the quality of the Auditors’ work and their independence. This includes verifying there is no potential conflict of interest between the Auditors and the Company. It interviews the Statutory Auditors, and also the persons responsible for finance, accounting, treasury matters, and Internal Audit and Risk Control. These interviews can be held, if the Committee so wishes, without the presence of the corporation’s executive management. Furthermore, the Chairman of the Audit Committee meets (alone) with the Statutory Auditors at least once a year. 2019 main activities During 2019, the Audit Committee met four times in the presence of its Chairman and all other members ( i.e. attendance rate of 100%). Representatives from both audit firms attended the meetings when Company results were reviewed. The meetings of the Audit Committee relating to the review of the financial statements are held several days before the examination by the Board, which allows the management team to take any necessary corrective measures before the Board Meeting. Among other tasks, the Audit Committee regularly monitors the provisions and requirements related to new accounting and financial rules applying to the Group and the Company’s action plan to meet these requirements. The Audit Committee also reviews any change in International Financial Reporting Standards, the Internal Control structure and any other financial reporting matters, including the Universal Registration Document. In 2019, the Audit Committee also worked on: the Group’s Internal Control and Audit findings; ● the review of treasury arrangements including liquidity, ● banking arrangements and FX Hedging Policy; the review of Corporate Finance activities; ● the review of the Finance function, including succession ● planning and organizational changes; the post-mortem review of certain investments; ● the risk management process, including the review of the ● Company’s Risk Assessment and the related mitigating actions. In February 2020, the Audit Committee reviewed the 2019 financial statements and notes, which contained a presentation and review of risks, including social and environmental risks, and significant off-balance-sheet commitments as well as the accounting options chosen. Remuneration Committee b) Composition Elizabeth Bastoni – Chair (Independent Director); ● Maëlys Castella (Independent Director) ● Marie-Henriette Poinsot effective May 22, 2019; Vincent Bedhome (Director representing employees). ● replaced

Current composition of the committee: two independent members out of two members (excluding the Director representing the employees). Main remits The Remuneration Committee issues recommendations, regularly examines and challenges: the compensation policy for the Board of Directors, Chief ● Executive Officer and the Executive Vice-Presidents; the procedures for the establishment of compensation and/or ● benefits for the Chair of the Board, the Chief Executive Officer and the Executive Vice-Presidents; the overall budget and allocation of Directors’ remuneration; ● the performance metrics, in collaboration with the Audit ● Committee; the Long-Term Incentive Plans for the Company’s Executive ● Corporate Officers and employees; the competitiveness of all compensation elements of the ● Executive Committee. The Committee is also kept informed of the application of the compensation policy of the Group. 2019 main activities The Remuneration Committee met four times. The attendance rate was 100%. In 2019, the Committee’s activity focused on discussions and/or recommendations regarding the: details and level of compensation for the Chair of the Board ● and Board members; competitive positioning of the total compensation of the Board ● members, Corporate Officers and of the Executive Vice-Presidents; criteria to be used for the annual bonus compensation of the ● Chief Executive Officer and the Executive Vice-Presidents; design and level of long-term incentive plans based on shares; ● share ownership guidelines and status; ● review of pay practices for manufacturing front-line positions ● and levelled teammembers; alignment with AFEP-MEDEF recommendations and the ● implications of the PACTE law in France and the European Shareholders' Rights Directive. 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 – Chair (Independent Director); ● Marie-Aimée Bich-Dufour replaced Marie-Henriette Poinsot ● effective May 22, 2019; Candace Matthews (Independent Director). ● Two Independent Members out of three.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •