2021 Universal Registration Document


Administrative and management bodies

Committees. The Chief Executive Officer is responsible for business operations and reports to the Board of Directors. The responsibilities of the Board of Directors, the Chair and the Chief Executive Officer are described in more detail in Section – Remit of the Board of Directors and Chair and Section - Limitations of the powers of Management . The Executive Committee reports to the Chief Executive Officer. A complete chart of the Executive Committee can be found in Section – The Executive Committee.

interim independent Lead Director. After studying the Group’s major challenges for the coming years, the Nominations, Governance and CSR Committee worked for several months to identify a diverse slate of highly skilled candidates. The Board of Directors announced on November 19, 2021 its intention to submit the appointment of Nikos Koumettis as an Independent Director for election to the 2022 Annual Shareholder Meeting. Subject to the Shareholders’ approval, the Board intends to appoint Nikos Koumettis as Independent Non-Executive Chair. The Chair of the Board is responsible for the leadership, governance and overall functioning of the Board and its

Changes in the Administrative and Management Bodies up to the date of publication of the Universal Registration Document




Board of Directors

Expiration of Pierre Vareille’s • mandate as Director and Chair of the Board on May 19, 2021

Appointment of John Glen as • interim non-executive Chair of the Board on May 19, 2021 Appointment of Elizabeth Bastoni •

Renewal of Marie-Aimée • Bich-Dufour, John Glen (for a term of one year), and the company SOCIÉTÉ M.B.D. represented by Edouard Bich, as Directors on May 19, 2021 Renewal of the company SOCIÉTÉ • M.B.D. represented by Edouard

as interim independent Lead Director on May 19, 2021

Audit Committee

Bich as member of the Audit Committee on May 19, 2021

Nominations, Governance and CSR Committee

Renewal of Marie-Aimée • Bich-Dufour to the Nominations, Governance and CSR Committee on May 19, 2021

Membership of the Board of Directors The Board of Directors is chaired by John Glen until May 18, 2022. The Directors are appointed by the shareholders at the Annual Shareholders’ Meeting. A Director serves for three years. This may be shortened to allow for the staggered reappointment of Directors. In accordance with the Company’s Articles of incorporation, the Board of Directors must have between three and twelve members, not including Directors representing employees. Diversity policy applicable to Board membership The Board strives for a balanced membership that reflects the challenges the Group is facing. The Board can rely on the recommendations of the Nominations, Governance and CSR Committee to perform this task. The Board members thus have management experience, expertise in a particular field (such as finance, manufacturing and HR) and/or governance experience. Moreover, the Board of Directors has at least one-third Independent Directors.

Information on the Company’s efforts on gender balance on the Executive Committee and on the gender parity performance in the top 10% of positions can be found in Section 3.4.6. – Promoting Diversity, Equity and Inclusion. The twelve members of the Board of Directors of SOCIÉTÉ BIC include: five women: Elizabeth Bastoni, Marie-Aimée Bich-Dufour, ● Maëlys Castella, Marie-Pauline Chandon-Moët and Candace Matthews, representing 50% (1) female Board members; two employee representatives: Inna Kostuk (Ms.), Vincent ● Bedhome (Mr.); four different nationalities; ● four Independent Directors within the meaning of the ● AFEP-MEDEF Corporate Governance Code: Elizabeth Bastoni, Maëlys Castella, Candace Matthews and Jacob (Jake) Schwartz, representing 40% (1) independent Board members.

Excluding the Directors representing employees. (1)



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