2021 Universal Registration Document
CORPORATE GOVERNANCE
Administrative and management bodies
Independence of Directors Based on the recommendations of the Nominations, Governance and CSR Committee, the Board of Directors reviewed the classification of Independent Directors at its meeting of February 15, 2022, using the criteria set out in the AFEP-MEDEF Corporate Governance Code (§ 9):
Criterion 1
Not an employee or corporate officer within the past 5 years
Not be and not have been within the previous five years: an employee or executive officer of the Company; • an employee, executive officer or Director of an entity consolidated within the Group; • an employee, executive officer or Director of the Company’s parent company or a company consolidated • within this parent company. Not be an executive officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Company (a) holds a directorship.
Criterion 2
No cross- directorships
Criterion 3
No material business relationships
Not be a customer, supplier, commercial banker, investment banker or consultant: that is significant to the Company or its Group; • or for which the Company or its Group represents a significant portion of its activity. •
The assessment of the significance or otherwise of the relationship with the Company or its Group must be reviewed by the Board. Any quantitative and qualitative criteria resulting in such an assessment (continuity, economic dependence, exclusivity, etc.) must also be explicitly stated in the annual report.
Criterion 4
No family ties
Not have close family ties with a company officer.
Criterion 5
Not an Auditor
Not have been a company Auditor within the previous five years.
Criterion 6
Period of office not exceeding 12 years No compensation linked to the Company’s or Group’s performance Not representing a major shareholder
Not have been a company Director for over 12 years. Independent Director status is lost on the date of the 12 th anniversary. A non-executive officer cannot be considered independent if he or she receives variable compensation in cash or securities or any compensation linked to the performance of the Company or Group.
Criterion 7
Criterion 8
Directors representing major shareholders in the Company or its parent company may be considered independent, provided these shareholders do not have control over the Company. Nevertheless, in excess of 10% of the share capital or voting rights, the Board, upon a report from the Nominations Committee, should systematically review independence in the light of the shareholding structure and the existence of a potential conflict of interest.
In office or having held such office within the past five years. (a)
M-A. Bich- Dufour
M-P. Chandon- Moët
SOCIÉTÉ M.B.D. (E. Bich)
Gonzalve Bich
Elizabeth Bastoni
Inna Kostuk
Vincent Bedhome
Timothée Bich
Maëlys Castella
Jacob Schwartz
Candace Matthews
Criteria
John Glen
1 : Not an employee or corporate officer within the past 5 years 2 : No cross- directorships 3 : No material business relationships 4 : No family ties 5 : Not an Auditor 6 : Period of office not exceeding 12 years 7 : No compensation linked to the Company’s or Group’s performance 8 : Not representing a major shareholder
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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •
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