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 the people 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 Chair of the Audit Committee meets (alone) with the Statutory Auditors at least once a year. 2020 main activities During 2020, the Audit Committee met six times in the presence of its Chair and all other members ( i.e. , attendance rate of 100%). Representatives from both audit firms attended the meetings when Company results were reviewed. Whenever feasible the meetings of the Audit Committee relating to the review of the financial statements are held several days before the examination by the Board, allowing 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 2020, 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 Business Development activities; ● in the context of the Covid-19 situation, the review of related ● risks, cash collection & liquidity; the review of the savings related to Invent The Future (ITF) ● initiative, and how the funds would support the Horizon strategy going forward; the review of the financial reporting and costs related to the ● new organization implemented to support ITF. In February 2021, the Audit Committee reviewed the 2020 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); ● Vincent Bedhome (Director representing employees). ● Current composition of the Committee: two independent members out of two members (excluding the Director representing the employees). Main remits The role of the Remuneration Committee is to study, review and prepare the deliberations of the Board of Directors related to compensation policies and their implementation.
The Remuneration Committee regularly examines and challenges management proposals and issues recommendations to the Board of Directors (when relevant) regarding: the remuneration philosophy and policy for the Board of ● Directors, Chief Executive Officer and the Executive Vice-Presidents; the procedures for the establishment of remuneration and/or ● benefits for the Chair of the Board, the Chief Executive Officer and the Executive Vice-Presidents; the overall policy, budget and allocation of Directors’ ● remuneration; the inclusion and measurement of performance metrics ● related to incentives, in collaboration with the Audit Committee; the Long-Term Incentive Plans and any share-based program ● proposed for all team members, including the Company’s Executive Corporate Officers, Executive managers, and employees; and the competitiveness of all individual remuneration elements of ● the members of the Executive Committee. The Committee is also kept informed of the application of the remuneration policy of the Group. Moreover, the Committee annually contributes to the chapter of the Annual Report devoted to informing the Shareholders on the remuneration of Executive Officers ( mandataires sociaux exécutifs ) and Non-Executive Directors ( mandataires sociaux non exécutifs ) and to the related resolutions proposed for a vote at the General Meeting of Shareholders. 2020 main activities The Remuneration Committee met four times in 2020, including once jointly with the Audit committee. The attendance rate was 100%. In 2020, the Committee’s activity focused on discussions and/or recommendations regarding the: level of remuneration for the Chair of the Board and Board ● members and related payouts; level and competitiveness of remuneration for the Chief ● Executive Officer and the Executive Vice-President, related details (peer group review) and payouts; criteria and related targets to be used for the variable ● remuneration of the Chief Executive Officer and the Executive Vice-Presidents; the Committee was regularly informed of the impact of the ● Covid-19 crisis on the business outcome and its consequences on the Human Resources practices of the Group. In this context, jointly with the Audit Committee, the Remuneration Committee proposed that the Board adjust the incentive related targets for the Year 2020 during the second half of the year in order to maintain a high level of engagement among the eligible teammembers; design, level and grant of long-term incentive plans based on ● shares; review of the remuneration of Executive Committee members; ● review the shareholding requirement guidelines and current ● and forecasted status for each Executive Committee member; review of the incentive philosophy and structure, including the ● possibility of using different stock-based awards to further engage and reward our employees;
• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •