BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

This chapter, drawn up with the support of the Compensation corresponding to the different parts of the Corporate Governance Committee, Nominations, Governance and CSR Committee and Audit report, which do not appear in this chapter. The Company refers to Committee, for the parts that concern them, includes the Corporate the AFEP-MEDEF’s Corporate Governance Code for listed Governance report referred to in Article L. 225-37 of the French corporations (version dated November 2016 available on the website Commercial Code. It was approved by the Board of Directors held on www.medef.fr). The Company complies with this Code except when February 13, 2018. The crossreference table presented in indicated in this report (section 3.1.2.7.). section 8.7. indicates the parts of the management report

3.1. Administrative and management bodies

3.1.1.

COMPOSITION

Last, it must be said that we always conduct ourselves consistently with the Values and DNA that has come to differentiate BIC: responsibility, simplicity, agility, entrepreneurship, anti-bureaucratic spirit, quick decision-making, long-term thinking, measured risk taking, respect of the strong family heritage and the Company’s Code of Conduct, belief in the Brand, product-focus, manufacturing excellence, low production costs, consistently high quality, solid balance sheet. Method of performance of General Management In 2016, the functions of Chairman and Chief Executive Officer were consolidated and entrusted to Bruno Bich to continue preparing a successor in the function of Chief Executive Officer. Alongside Bruno Bich, three Executive Vice-Presidents, Gonzalve Bich, Marie-Aimée Bich-Dufour and James DiPietro, carry out the general management of the Company. The Leadership Team (which includes the Executive Vice-Presidents) reports to the Chief Executive Officer. A complete chart of the Leadership Team is presented in section 1.7.3.2 (page 35). The Board of Directors held on February 13, 2018 acknowledged Bruno Bich’s decision to resign as Chairman and Chief Executive Officer (due to the age limit defined in the Articles of Incorporation) as well as Director, effective as of the May 16, 2018 Annual Shareholders’ Meeting. The Board will consequently propose the nomination of Gonzalve Bich as Board Member. The Board of Directors following the Shareholders’ Meeting of May 16, 2018 intends to separate the functions of Chairman and Chief Executive Officer; ● nominate Pierre Vareille, currently Vice-President and Lead ● Director, as Chairman of the Board (1) ; nominate Gonzalve Bich, currently Executive Vice-President and ● Chief Operating Officer, as Chief Executive Officer. At the end of the management transition’s period, the functions of Chairman and Chief Executive Officer will be dissociated. The dissociation will separate the role of Chairman and the one of Chief Executive Officer whom manages the Company, proposes the strategy, implements it, and reports to the Board of Directors.

AND FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES

Governance structure 3.1.1.1. 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 that led to inventive expansion into new categories and aggressive 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. It begins with the Board providing a Vision and a set of expectations and guidelines to the Chief Executive Officer. What are our growth aspirations, what businesses should we be in, what are our margin expectations, how acquisitive should we be in pursuit of our goals, etc. The Chief Executive Officer constructs 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 joins with the Chief Executive Officer as accountable parties for our Company’s long-term strategy. The Board also carries the responsibility to monitor performance of the business. Establishing expectations and perimeters is one of the most important functions of the Board, and it is the Chief Executive Officer’s responsibility to provide the necessary information, analysis and insight to inform the Board: macro-economic trends, competitive landscapes, new technologies, acquisition possibilities, SWOT analyses, ROI projections and post-analyses, etc.

Subject to the renewal of his mandate by the Annual General Meeting. (1)

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BIC GROUP - 2017 REGISTRATION DOCUMENT