BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

Nominations, Governance and CSR Committee (since October 24, 2017) Composition Elizabeth Bastoni – Chairman (Independent Director), who ● succeeded Frédéric Rostand as Chairman in May 2017 Marie-Henriette Poinsot ● Candace Matthews (Independent Director), member of the ● committee since May 10 th , 2017 2 Independent Members out of 3 → 2/3 independent membership. Main remits The Nominations, Governance and CSR Committee’s role includes: Nominations 1. To regularly examine issues concerning the composition of the ● Board of Directors: To propose the criteria for selecting the members of the Board of ● Directors: The criteria for selection are based on the desired balance in the composition of the Board of Directors as well as in the skills, availability and ethics of its members. It also makes proposals, where appropriate, to define the “ideal” Board of Directors and to suggest missing skills to improve the Board’s functioning. To organize a procedure designed for selecting the Directors, the ● Chairman of the Board of Directors, and/or the Vice-Chairman Lead Director, The Committee works with the Chairman and/or the Vice-Chairman Lead Director, as appropriate, to execute the search. To prepare a succession plan for Executive Corporate Officers, in ● the event of unforeseeable vacancy; the Chairman of the Board of

Directors and/or the Vice-Chairman Lead Director is involved in this task; The Committee is informed of the succession plan and appointment of Leadership Members. The Chief Executive Officer may, in some cases, be involved in the Committee’s work on nomination. Governance 2. To discuss the qualification as an Independent Director; ● To ensure that the Board of Directors makes a regular ● assessment of its operating methods and that of the Committees; 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. Social, Societal and Environmental Responsibility 3. To review the report on social, societal and environmental ● responsibility, the actions taken by the Group and its policy; To review the progress made against the strategy and ● commitments taken. 2017 main activities The Nominations, Governance and CSR Committee met once in 2017. The rate of attendance was 100%. The Committee’s activity focused specifically on: review of Chief Operating Officer performance and development ● progress; succession plans for the Chairman and Board of Directors; ● update on progress of actions taken following the Board and ● Committees’ assessment; on-boarding of the Director representing the employees. ●

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BIC GROUP - 2017 REGISTRATION DOCUMENT