BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

This chapter, prepared with the support of the Remuneration Committee, the Nominations, Governance and CSR Committee and Audit Committee, for the parts specific to them, includes the Corporate Governance Report referred to in Article L. 225-37 of the French Commercial Code. It was approved by the Board of Directors held on February 16, 2021. The cross-reference table for Corporate Governance indicates the sections of the Universal Registration Document corresponding to the sections of the Corporate Governance Report, which do not appear in this chapter.

The Company refers to the AFEP-MEDEF’s Corporate Governance Code for listed corporations (version dated January 2020 available on the website www.medef.fr). The Company complies with this Code except when indicated in this report (section 4.1.2.7).

ADMINISTRATIVE ANDMANAGEMENT 4.1. BODIES

4.1.1

COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE

ANDMANAGEMENT BODIES

Governance structure 4.1.1.1 Since its creation, the Company has been a public limited company ( société anonyme ) with a Board of Directors. Our philosophy The history of our Group is deeply rooted in an entrepreneurial spirit. This has led to inventive expansion into new categories and dynamic expansion into new geographies. We consider entrepreneurship to be in our DNA. It is vitally important for the Board and the Chief Executive Officer to foster that spirit and keep it alive in our culture for future generations. The Board works with the Chief Executive Officer to build a Vision. and a set of expectations and guidelines. This inclused setting our growth aspirations, to determine what businesses we should we be in, our margin expectations, how acquisitive we should be in pursuit of our goals etc. The Chief Executive Officer and his team construct the long-term strategy and annual plans designed to achieve these goals. In turn the Board reviews these plans, challenges where needed, and ultimately approves. Upon approval, the Board and the Chief Executive Officer are both accountable for our Company’s long-term strategy. Our Mission is to create high quality, safe, affordable, essential products trusted by everyone. Our Vision is to bring simplicity and joy to everyday life. Our Values are Integrity, Ingenuity, Responsibility, Sustainability, Simplicity and Teamwork.

The Board also carries the responsibility of monitoring the performance of the business. Establishing expectations and scope of activity is one of the most important functions of the Board. It is the Chief Executive Officer’s responsibility to provide the necessary information, analysis and insight so that the Board may effectively discharges its duties. The information includes, but is not limited to, macro-economic trends, competitive landscapes, new technologies, potential acquisitions, SWOT analyses, ROI projections and post-analyses, etc. Method of performance of General Management Following the Shareholders’ Meeting held on May 16, 2018, the Board decided to separate the offices of Chair and Chief Executive Officer. Gonzalve Bich was appointed as Chief Executive Officer and Pierre Vareille as non-executive Chair of the Board. The Chair of the Board is responsible for the leadership, governance and overall functioning of the Board and its Committees, while the Chief Executive Officer is responsible for the operations, reporting to the Board of Directors. The mission of the Board of Directors, of the Chair and of the Chief Executive Officer are described in more detail in section 4.1.2.1. - Remits of the Board of Directors and Chair. The Executive Committee Reports to the Chief Executive Officer. A complete chart of the Executive Committee is presented in section 2.4.3.2. - The Executive Committee.

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• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •