BIC_REGISTRATION_DOCUMENT_2017

GROUP PRESENTATION Risk management and internal control procedures implemented by the Company

1.7.3.

RISK MANAGEMENT AND INTERNAL CONTROL PARTICIPANTS, SPECIFIC STRUCTURE (S) IN CHARGE/RESPECTIVE ROLES AND INTERACTIONS

The Leadership Team also monitors the quality of the internal control process and the implementation of risk coverage. It also ensures, with the Group Chief Financial Officer’s support, that indicators are consolidated to measure the operational performance against the budget and, if necessary, focus on the variances and corrective measures that may need to be implemented. In addition to the budget, forecasts are prepared and revised during the year to monitor the budget achievement and understand any current marketplace dynamics. A strategic planning process is in place to help identify future growth opportunities. The Audit Committee 1.7.3.3. The Audit Committee (see section 3.2.1.3. “ Committees set up by the Board of Directors ”), among other assignments, monitors closely the risk management and internal control systems on a regular basis. The Committee can interview the Internal Audit Manager to be updated on the work performed during the year and can give its opinion on the department’s organization. A summary of internal audit findings is shared with the Committee on a yearly basis. The Internal Control & Audit 1.7.3.4. (IC&A) Department The Internal Control and Audit Department reports operationally to the Group Finance Department and, on request, to the Leadership Team and the Chairman of the Board. This department reviews both financial and operational activities and expresses an independent assessment on the degree of compliance with the policies, rules and procedures of the Group. The IC&A Department focuses on: business cycle and process reviews (such as sales and collection, ● purchasing and disbursements, fixed assets, inventories, payroll, cash management and accounting entry processing) at both subsidiary and Corporate level; testing of the controls in place to ensure their effectiveness and ● efficiency; coordination with functional managers for the continuous ● updating of the Controller’s Manual; issuance of guidance and recommendations for improvement to ● existing processes, including the sharing of Group best practices. This department also provides assistance on timely and specific engagements, such as external acquisition or internal restructuring operations. The Internal Control and Audit Department provides assistance on fraud prevention, awareness and also investigations on reported fraud cases within the Group. The approach of the IC&A Department also includes Group information systems through reviews of IT (Information Technology) accesses and business continuity procedures. Each year, the IC&A Department presents the audit schedule to the External Auditors, provides updates and shares the reports resulting from site reviews. In addition, the IC&A Department coordinates site reviews with Group Finance and the External Auditors to ensure coverage of any specific areas.

Risk management and internal control implemented by the Group are fully integrated functions within the organization.

The Board of Directors 1.7.3.1. The Board of Directors of SOCIÉTÉ BIC, which represents the Shareholders, acts in all circumstances in the interests of the Company. It must also review and approve the Company’s strategic objectives. The Leadership Team 1.7.3.2. The Leadership Team, under the direction of Bruno Bich, Chairman of the Board of Directors and Chief Executive Officer of SOCIÉTÉ BIC, is comprised of 14 members whose principal goal is to implement the strategy of the Company as defined by the Board. It is also responsible for defining the implementation and the supervision of the means to achieve the objectives. In addition to Bruno Bich (1) , the Leadership Team members include: Gonzalve Bich (1) , Chief Operating Officer & Executive ● Vice-President; operational representatives responsible for continents: ● Benoit Marotte, General Manager Europe, North America and • Asia Pacific, Chris Mills, General Manager North America, • Ricardo Ibarra, General Manager Latin America, • Peter Van den Broeck, General Manager Middle East, Africa & • India; representatives of product categories: ● Peter Dalsberg, General Manager for Stationery, • François Clément-Grandcourt, General Manager for Lighters, • Thomas Brette, General Manager for Shavers; • representatives of transverse functions: ● Marie-Aimée Bich-Dufour, Sustainable Development, BIC • Foundation Chairwoman, Board Secretary & Executive Vice-President, Timothy Perman, Chief Strategy and Business Development • Officer, Alison James, Chief Human Resources Officer, • James DiPietro, Chief Financial Officer & Executive • Vice-President, Édouard Maruani, General Counsel, • Laurent Serano, Chief Information Officer. • Category General Managers are directly responsible for Manufacturing, New Product Development, Research and Quality Assurance. In addition, they are responsible for developing and proposing each category’s long-term strategy.

Gonzalve Bich will succeed to Bruno Bich as Chief Executive Officer (May 2018). (1)

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BIC GROUP - 2017 REGISTRATION DOCUMENT