BIC - 2019 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

Main remits The Nominations, Governance and CSR Committee’s role includes:

3. Social, societal and environmental responsibility To review the report on social, societal and environmental ● responsibility, the actions taken by the Group and its policy; To review the progress made against the strategy and ● commitments taken; To ensure compliance by the Group with laws and regulations ● pertaining to gender and wage equality and review the related indicators. 2019 main activities The Nominations, Governance and CSR Committee met four times in 2019. The rate of attendance was 100%. The Committee’s activity focused specifically on: the Board Skills matrix; ● the evaluation of the performance of the Board ● nomination of new Directors; ● review the quality of Independent Directors; ● annual performance and development review of Chief ● Executive Officer and Executive Vice-Presidents; objectives for Chief Executive Officer and Executive ● Vice-President; emergency succession plans for the Chair and Chief Executive ● Officer; Gender and Equality Policy, review of the legal requirements ● and SOCIÉTÉ BIC current status; Organization and People Review (including diversity policy ● within the Group and top management) – Review of scorecards, development and succession plans for key roles; review of the roles of the Chair and Chief Executive Officer; ● following the Board and Committees’ assessment, review of ● the results, areas for improvements and actions taken; updating its charter. ●

1. Nominations to regularly examine issues concerning the composition of the ● Board of Directors; to propose the criteria for selecting the members of the Board ● of Directors. The criteria for selection are based on the desired balance in the composition of the Board of Directors as well as in the skills of its members. It introduced a skills matrix to ensure that the skills on the Board are and stay aligned with the strategy of the business and the operations of the Board; to organize a procedure designed for selecting the Directors, ● the Chairman of the Board of Directors. The Committee works with the Chairman, as appropriate, to execute the search; to prepare a succession plan for Executive Corporate Officers, ● in the event of unforeseeable vacancy as well as the long-term succession plan for the Chair and the Chief Executive Officer; the Chairman of the Board of Directors is involved in these tasks; The Committee is informed of the succession plan and appointment of Executive Committee Members. Pierre Vareille, Chairman of the Board, and Gonzalve Bich, Chief Executive Officer, may, in some cases, be involved in the Committee’s work. 2. Governance To evaluate the qualification as an Independent Director; ● To ensure that the Board of Directors makes a regular ● assessment of its operating methods and that of the Committees; More generally, to deal with any issue regarding a significant ● risk in terms of human capital for the Group, or regarding governance as submitted by the Board of Directors.

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• BIC GROUP - 2019 UNIVERSAL REGISTRATION DOCUMENT •