BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

Evaluation of the Board and 3.1.2.5. Committees The Internal Rules and Procedures prescribe that, once a year, the Board of Directors must devote a point of its agenda to debate its composition, organization and operating mode, and can decide, on this occasion, to adapt it to new circumstances. This assessment must enable discussion, amongst other points, of the functioning of the Board of Directors in order to increase its efficiency, to ensure that the important questions are suitably prepared and discussed and to measure the actual contribution of each Director to the Board’s works based on his/her competencies and involvement in discussions. In early 2017, a formal assessment was conducted. It was carried out under the supervision of the Vice-President Lead Director and of the Compensation and Nomination Committee with the assistance of an external consultant. Within this framework, two studies were conducted: the first one on the effectiveness of the Board and Committees, the second on the individual performance of each Director. Following this evaluation, several actions have been undertaken, such as the definition of the skills expected for the upcoming Chairman of the Board, definition of the roles and responsibilities of the Board of Directors, Chairman of the Board and Chief Executive Officer, and reinforcement of the remit of the Audit Committee on assessment of risks. Given the wide variety of subjects raised, their increasing number as well as the increasing number of meetings required to cover them, the Board of Directors decided on October 24, 2017 to split the Compensation and Nomination Committee into two Committees. The Board of Directors benefits from the preparatory work performed by its three specialized Committees: the Audit Committee; ● the Compensation Committee; ● the Nominations, Governance and CSR Committee. ● The Committees act strictly in accordance with the remit given to them by the Board. They are actively involved in preparing for the Board’s work, and make proposals, but do not have any decision-making powers. In the context of the fulfilment of their tasks, the Committees may contact the Company’s principal executive managers after having informed the Chairman of the Board of Directors that they intend do so, and subject to reporting on their discussions with the said executives to the Board. The Committees may ask for external technical studies to be drawn up, at the Company’s expense, on subjects that come within their competence, after having informed the Chairman of the Board of Directors that they intend to do so, and subject to reporting on these studies to the Board. The Board of Directors modified its Internal Rules and Procedures in 2017 in order to update the remits of the Committees, further to the EU Audit Reform and to the split of two of its Committees. Committees set up by the Board 3.1.2.6. of Directors

In its updated version of 2017, the Internal Rules and Procedures specify that the Board of Directors is also informed about market developments, the competitive environment and the most important issues at hand, including in the field of social, societal and environmental responsibility. Stock ownership and insider dealing rules The Internal Rules and Procedures provide that all Directors must be Shareholders and should hold, beyond the sole statutory requirement (one share), 500 shares. If they do not hold this number at the time of taking office, they must use their director's fee to purchase them. Moreover, the Chief Executive Officer, Executive Vice-Presidents and the Directors are subject to obligations to hold and keep shares (see section 3.2.2.7.) Moreover, rules have been drawn up in writing concerning restrictions and/or prohibitions regarding share purchase or sale activity when the Directors and other concerned parties have information not yet made public. Directors were informed of regulatory developments under EU market abuse regulation no. 596/2014 effective since July 3, 2016. Finally, Directors must inform the AMF of any operation performed by them or their relatives on BIC’s shares (see section 3.1.1.5.) Conflict of interests According to the Internal Rules and Procedures, any Director must inform the Board, in full and beforehand, of any real or potential conflict of interest in which he/she could be directly or indirectly involved. In such case, the Director cannot take part in either the debates or in the decision on this matter. Directors issue an annual statement on the absence of conflict of interest. Organization and work 3.1.2.4. Invitation and notification to Board members for upcoming meetings may take place by any means and are always confirmed in writing. In principle, the Board of Directors meets at least six times a year in ordinary session, and at any time required by the Group’s business activities throughout the year. The Executive Vice-Presidents, the Leadership Team members or any other person having a particular expertise as to the matters included in the agenda, are authorized, at the request of the Chairman, to attend the whole or part of the Board Meeting. The Statutory Auditors can also be invited to attend meetings other than the ones for which their convening is legally mandatory. In 2017, the Board of Directors met nine times. The rate of attendance at the meetings was 91%  (1) . Apart from the regular duties undertaken by the Board (e.g. closing of the accounts, review of the quarterly results, approval of the annual budget, approval of the compensation of the Executive Officers, etc.), the Board also deliberated in 2017 on the progress of the Strategic Plan, the BIC Graphic strategic review, review of the goodwill amortization and impairment tests, BIC Group’s Sustainable Development Program, share buyback program (including an operation to cancel shares) and the update of its Internal Rules and Procedures.

In addition to the attendance rates detailed in the table in §3.1.1.2, this percentage takes into account the attendance of Frédéric Rostand at 75% (1)

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BIC GROUP - 2017 REGISTRATION DOCUMENT