2021 Universal Registration Document
Administrative and management bodies
This chapter has been prepared with the support of the: Remuneration Committee; ● Nominations, Governance and Corporate Social Responsibility ● (CSR) Committee; and Audit Committee. ● It includes the Corporate Governance Report referred to in Article L. 225-37 of the French Commercial Code. The Board of Directors approved it on February 15, 2022. The Corporate Governance cross-reference table (page 332) indicates the sections of the Universal Registration Document corresponding to the sections of the Corporate Governance Report that do not appear in this chapter. The Company refers to the AFEP-MEDEF’s Corporate Governance Code for listed companies (version dated January 2020 available at www.medef.com/en). The Company complies with this Code except when indicated otherwise in this report ( Section 22.214.171.124 ).
The Board of Directors and its team members were deeply saddened to announce Bruno Bich’s passing, at the age of 74, on May 30, 2021. Son of Marcel Bich, founder of the Company, Bruno Bich devoted́ his entire professional life to BIC and served as Chair and Chief Executive Officer from 1993 to 2006, and Chair of the Board of Directors until 2018.
ADMINISTRATIVE ANDMANAGEMENT 4.1. BODIES
COMPOSITION AND FUNCTIONING OF ADMINISTRATIVE ANDMANAGEMENT
Governance structure 126.96.36.199 Since its creation, the Company has been a public limited company ( société anonyme ) with a Board of Directors. Our philosophy The Group’s history is deeply rooted in an entrepreneurial spirit. This has led to inventive expansion into new categories and dynamic expansion into new regions. We consider entrepreneurship to be in our DNA. It is vitally important for the Board and the Chief Executive Officer to foster that spirit and keep it alive for future generations. The Board works with the Chief Executive Officer to build a Vision and a set of expectations and guidelines. This includes setting our growth aspirations, determining what lines of business we should be in, setting our margin expectations, and determining how acquisitive we should we be in pursuit of our goals. The Chief Executive Officer and his team construct the long-term strategy and annual plans to achieve these goals. In turn the Board reviews these plans, challenges them, and ultimately approves them. Upon approval, the Board joins with the Chief Executive Officer as accountable for the execution of Company’s long-term strategy. Our Mission is to create high quality, safe, affordable, essential products trusted by everyone. Our Vision is to bring simplicity and joy to everyday life. Our Values are Integrity, Ingenuity, Responsibility, Sustainability, Simplicity and Teamwork.
The Board also carries responsibility for monitoring the performance of the business. Establishing expectations and scope of activity is one of the most important Board functions. It is the Chief Executive Officer’s responsibility to provide the necessary information, analysis and insight so that the Board can effectively discharge its duties.
The information includes: macro-economic trends; ● competitive landscapes; ● new technologies; ● potential acquisitions; ● SWOT analyses; ● ROI projections; and ● post-analyses. ●
Last, it must be said that we always conduct ourselves consistently with the values and DNA that has come to differentiate BIC: responsibility, simplicity, agility, entrepreneurship, anti-bureaucratic spirit, quick decision-making, long-term thinking, measured risk taking, respect of the strong family heritage and the Company’s code of conduct, belief in the Brand, product-focus, manufacturing excellence, low production costs, consistently high quality, solid balance sheet. Corporate management Since 2018, the roles of Chair and Chief Executive Officer are separated. Gonzalve Bich holds the position of Chief Executive Officer since May 16, 2018. John Glen, successor to Pierre Vareille in May 2021, is serving as interim non-executive Chair of the Board during the process of recruitment. Elizabeth Bastoni is serving as
• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •
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