BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

FUNCTIONING OF THE BOARD OF DIRECTORS SOCIÉTÉ BIC’s Internal Rules and Procedures formalize the mission, organization and ethical principles that guide the actions of the Board of Directors. The Internal Rules and Procedures are available on the website of the Company (www.bicworld.com – Governance). 3.1.2.

Vice-President and Lead Director: The Vice-President and Lead Director’s mission is to assist the Chairman of the Board regarding the smooth running of the bodies of governance and prevention of conflicts of interests. He may be required to replace the latter in case of unavailability. To successfully carry out his mission, the Vice-President and Lead Director may: suggest to the Chairman of the Board items for the agenda of any ● Board Meeting; attend any meeting of the committees; ● organize meetings of the non-Executive Directors; ● lead the assessments of the functioning of the Board of Directors; ● implement the necessary measures for the identification of ● conflicts of interests and inform the Board of any conflict situation identified. In 2017, Pierre Vareille organized several meetings of non-Executive Directors. These meetings allowed them to discuss the performance of the Company and its management, the governance arrangements in the Group and the future of its management. Limitation of the powers of the 3.1.2.2. Management The Internal Rules and Procedures specify the type of operations that must in all cases be subject to prior authorization by the Board of Directors: transactions outside SOCIÉTÉ BIC’s announced strategy; ● decisions to set up French or foreign operations by creating an ● establishment, direct or indirect subsidiary, or by acquiring a shareholding, as well as any decisions to discontinue such operations, if the amount of such operations exceeds 50 million euros; internal reorganization if the cost of such operation exceeds ● 50 million euros. The Internal Rules and Procedures were updated in 2017 to specify that these rules are related not only to external acquisitions or disposals, but also to major investments in organic growth or significant internal restructuring actions. Information of the Board In order to successfully carry out its mission, the Board of Directors has complete, accurate and early information, in particular regarding the performance of each business, as well as the financial and treasury position of the Company. In this respect, the Internal Rules and Procedures provide that the Board of Directors must be informed of the Company’s financial position, cash flow position and off-balance sheet commitments at December 31 and June 30 each year. The Rules also provide that each Director has the duty to keep up-to-date and to ensure that he/she receives sufficient and relevant information in due time. Rights and duties of the 3.1.2.3. Directors – Insider dealing rules – Conflicts of interests

Missions of the Board of 3.1.2.1.

Directors, of the Chairman and of the Vice-President/Lead Director

The Board of Directors: The Board of Directors determines the broad lines of the Company’s business activities and ensures their implementation. It deals with all matters relating to the proper conduct of the Company’s business and decides all pertinent issues. The Board of Directors has to give its opinion on matters that can have a significant impact on the development, strategy or operation of the Group. In 2017, the missions of the Board of Directors were defined as follows: install the proper governance structure and ensure its ethical ● operation; define the Company’s business perimeter and appetite for risk, ● ensure that the key risks to which the Company is exposed are in keeping with its strategies and objectives; selection, performance evaluation and compensation of the ● Chairman, all Board members, the CEO, and Executive Vice-Presidents; succession planning for all Board members, including the ● Chairman, the CEO and the Executive Vice-Presidents. Long term planning of the necessary human resources, focusing on the Leadership Team; evaluate, challenge and approve both long-term strategy and ● annual plans proposed by the CEO and his management team; ensure that the Strategic Plan is consistent with the Values and ● DNA of the Company, and aligned with Shareholder and other stakeholder interests; approve significant investments or divestitures, operations ● impacting the capital structure, and use-of-cash & dividend policies; ensure adequate resources have been secured for successful ● business operation; measure and monitor implementation of the strategy, review ● quarterly financial statements, and approve first-half and annual financial statements; be responsible for information to Shareholders. ● Chairman: The Chairman is in charge of organizing and directing the work of the Board and reports to the Shareholders’ Meeting as provided by the legislation. He also ensures that the bodies of the Company function properly and that the Directors are able to fulfill their mission.

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BIC GROUP - 2017 REGISTRATION DOCUMENT

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