Evolution of the Board of Directors following the Shareholders’ Meeting of May 19, 2021
Independent Directors do not have any relation of any kind with the Company, its Group or its management that would color their judgment. In 2020, the sole relationships between a Director and BIC Group involved Directors qualified as non-independent. This relationship has been reviewed by the Audit Committee on February 12, 2021. They are considered non-significant in view of the commitments, the amount of the transactions it represents for the interested company (less than 0.5% of the commercial flows of each) and its normal conditions. According to the Internal Rules and Procedures, Directors qualified as independent strive to maintain this quality. However, if a Director believes that he/she can no longer or will soon no longer be qualified as independent under the AFEP-MEDEF’s Corporate Governance Code, such Director must immediately notify the Chairman, who will place this item on the agenda of the next meeting of the Board of Directors. Having reached a 12-years tenure on December 9, 2020, John Glen ceased to fulfill one of the recommended independence criterion under the AFEP-MEDEF Corporate Governance Code. Nevertheless, the Board of Directors is of the opinion that the non fulfillment of this specific criterion is not likely to color John's Glen's judgment. Training of the Directors Each Director is provided, if he or she considers it to be necessary, with supplementary training relating to the Company’s specific features, its businesses, its business sector and its social and environmental responsibility aspects.
The terms of office of Marie-Aimée Bich-Dufour, MBD, Pierre Vareille and John Glen as Directors expire at the end of the Shareholders’ Meeting of May 19, 2021. It will be proposed at this Meeting to renew the terms of office of Marie-Aimée Bich-Dufour and MBD for a period of three years. Pierre Vareille has chosen not to stand for reelection at the Shareholders’ Meeting of May 19, 2021, due to the non fulfillment of the recommended independence criterion under the AFEP-MEDEF Corporate Governance Code. Consequently, it will also be proposed at this Meeting to renew John Glen's director mandate for one year. The Board of Directors intends to appoint John Glen to serve as Interim Non-Executive Chair of the Board. The Board also intends to appoint Elizabeth Bastoni as Independent Lead Director during the interim. The misions of the Lead Director are set forth in the Internal Rules and Procedures of the Board of Directors. Subject to the approval of the Shareholders’ Meeting, the Board will be composed as follows: John Glen - Director and interim Chair of the Board; ● Gonzalve Bich – Director and Chief Executive Officer; ● Elizabeth Bastoni – Lead Director (independent); ● Vincent Bedhome – Director representing the employees; ● Timothée Bich – Director; ● Marie-Aimée Bich-Dufour – Director; ●
Maëlys Castella – Director (independent); ● Marie-Pauline Chandon-Moët – Director; ● Inna Kostuk – Director representing the employees; ● Candace Matthews – Director (independent); ● SOCIÉTÉ M.B.D. (Édouard Bich) – Director; ● Jake Schwartz – Director (independent). ●
• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •