BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

a) Audit Committee Composition John Glen – Chairman (Independent Director) Pierre Vareille (Independent Director) Édouard Bich (permanent representative of SOCIÉTÉ M.B.D.) 2 out of 3 Directors are independent, namely 66.66%. The Committee shall not include any Executive Board members. The majority of the members shall have competence in accounting and/or auditing. The career of the Audit Committee members allows them to benefit from financial and accounting skills necessary to fulfill their mission. John Glen, Chairman of the Committee, has eight years' experience as Group Finance Director of the Air Liquide group between 2000 and 2008. He was Vice-Chairman of the EFRAG (European Financial Reporting Advisory Group) Supervisory Board for four years. He is a member of the Chartered Institute of Certified Accountants and holds a Masters degree in Economics. Édouard Bich spent eight years in the Finance Department of Procter & Gamble in France. He holds an MBA in Finance from Wharton University – U.S.A. Pierre Vareille was CEO of Constellium until July 2016. He held various general management positions at Vallourec, GFI Aerospace, Faurecia, Péchiney, Wagon Plc and FCI. He graduated from the École Centrale de Paris , the Institut d’Études Politiques de Paris, the Sorbonne University (Economy and Finance) and the Institut de Contrôle de Gestion (Audit). Main remits The Audit Committee’s primary mission is to ensure that the accounting principles applied to the Company’s consolidated and statutory financial statements comply with current standards and are consistently applied, and to ensure that the internal consolidation procedures and controls yield financial statements that fairly represent business results. The review of financial statements by the Audit Committee is accompanied by a presentation from the Statutory Auditors of their audit reports and the accounting methods chosen, and by a presentation from the CFO of the Company’s risks and significant off-balance sheet items, as well as a review of the valuations and principles of on-balance sheet items which are based on market and economic valuations of the Company. The Audit Committee is responsible for providing its opinion on the nomination of Statutory Auditors, as well as attesting to the quality 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 also the persons 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 Chairman of the Audit Committee meets (alone) with the Statutory Auditors at least once a year.

2017 main activities During 2017, the Audit Committee met five times in the presence of its Chairman and all other members ( i.e. attendance rate of 100%). Representatives from both audit firms attended the meetings when Company results were reviewed. The meetings of the Audit Committee relating to the review of the financial statements are held several days before the examination by the Board, which allows 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 registration document. In 2017, the Audit Committee also worked on: the goodwill amortization and impairment tests; ● analysis of the Group’s effective tax rate; ● the Group’s Internal Control and Audit findings; ● the review of treasury arrangements including liquidity, banking ● arrangements and FX Hedging Policy; the rules relating to the Audit Committee’s composition, remits ● and operating methods; the updating of the procedure for delegating authority within the ● Group. b) Compensation Committee and Nominations, Governance and CSR Committee The Compensation and Nomination Committee was split into two Committees as from October 24, 2017. Its composition, main remits and activities in 2017 are presented below, followed by those of the two new Committees. Compensation and Nomination Committee (until October 24, 2017) Composition Elizabeth Bastoni – Chairman (Independent Director), succeeding ● Frédéric Rostand on May 10, 2017 Marie-Henriette Poinsot ● Candace Matthews (Independent Director), from May 10, 2017 ● 2 Independent Members out of 3 → 2/3 independent membership.

125

BIC GROUP - 2017 REGISTRATION DOCUMENT