BIC - 2020 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

review of remuneration related documentation to be disclosed ● through the Universal Registration Document (Say on Pay) and the remuneration policy related resolutions to be voted at the General Meeting of Shareholders. In addition, management presented their approach to remuneration for the organization, in light of the Covid-19 related crisis to the Committee, for its information. Pierre Vareille, non-executive Chair of the Board of Directors, and Gonzalve Bich, Chief Executive Officer, took part in the Committee work for certain topics. Gonzalve Bich did not attend any discussion regarding his own remuneration. Nominations, Governance and CSR Committee c) Composition Elizabeth Bastoni – Chair (Independent Director). ● Marie-Aimée Bich-Dufour. ● Candace Matthews (Independent Director). ● Two Independent Members out of three. Main remits The Nominations, Governance and CSR Committee’s role ● includes: 1. Nominations To regularly examine issues concerning the composition of the ● Board of Directors, the required skills mix and opportunities to further strengthen the skill set of the members of the Board. To propose the criteria for selecting the members of the Board ● of Directors and to make a recommendation on the renewal of sitting Directors.The selection criteria are based on a desired balance in the composition of the Board of Directors with the skills of its members. The Board introduced a skills matrix to ensure that the skills on the Board are well aligned with the strategy of the business and the operations of the Board. To propose development plans for board individually and ● collectively. To organize and execute a process for selecting the Directors ● and the Chair of the Board of Directors. The Committee works with the Chair and CEO, as appropriate, to execute any search. To lead the objective setting and annual performance and ● development review of the CEO. To prepare a succession plan for the Chair of the Board, the ● CEO and for Executive Corporate Officers in the event of an unforeseeable vacancy, as well as the long-term succession; the Chair of the Board of Directors and the CEO are involved, as appropriate, in these tasks. The Committee is informed of the succession plan and the appointment of Leadership Team Members/EXCOM and in some cases it participated in the recruitment of key Leadership Team Members.

In some cases, the Chair of the Board and the CEO participated, in the Committee’s work.

2. Governance To evaluate the qualification of Directors as Independent. ● To ensure that the Board of Directors makes a regular ● assessment of its operating methods and that of the Committees. To monitor and actively participate in the compliance of the ● Company in corporate governance matters. 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. 3. Social, societal and environmental responsibility To review and discuss the report on social, societal and ● environmental responsibility, the actions taken by the Group and its policy. To review and monitor 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. 2020 main activities The Nominations, Governance and CSR Committee met seven times in 2020. The rate of attendance was 100%. The Committee’s activity focused specifically on: the ● evaluation of the performance of the Board with the support of external consultants; results were reviewed, areas for improvements identified and actions taken; calibration, search and selection of a new Director to become ● Chair of the Board; the identification of critical areas of development for Board ● and of specific skills for continued development based on the newly introduced Board Skills matrix; the review of the Independence of Directors; ● the annual performance and development review of Chief ● Executive Officer and Executive Vice-Presidents; the setting of objectives for Chief Executive Officer and ● Executive Vice-President; the emergency and long-term succession plans for the Chair ● and Chief Executive Officer; the transition to a new Chair for the Audit Committee; ● the onboarding of two new Directors; ● the review of the legal requirements of BIC and the current ● status and new policy concerning Gender and Equality Policy; the annual review of the organization and its human capital ● (including diversity policy within the Group and top management) which included the review of progress and a focus on the development and succession plans for key roles.

173

• BIC GROUP - 2020 UNIVERSAL REGISTRATION DOCUMENT •