2021 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

4.1.2

FUNCTIONING OF THE BOARD

The Board endeavors to promote long-term value creation by the Company by having regard to the social and environmental aspects of its activities. Where applicable, it proposes any changes to bylaws it considers appropriate. The Board regularly reviews its strategy along with opportunities and risks, including financial, legal, operational, social and environmental risks, as well as the subsequent steps taken. To this end, the Board of Directors receives all the information needed to carry out its work, notably from the executive officers. It ensures the taking of steps to prevent and detect corruption and influence peddling. It receives all the information needed for this purpose. It also ensures that the executive officers implement a policy of non-discrimination and diversity, particularly with regard to gender balance on the governing bodies. Chair The Chair is responsible for organizing and directing the work of the Board. S/he reports to the Shareholders’ Meeting as provided for by law. S/he also ensures that the Company’s bodies function properly and that the Directors are able to fulfill their responsibilities. The Chair is careful to maintain a close and trusting relationship with Executive Management and to provide the team with assistance and advice while respecting their executive responsibilities. The schedule is organized to ensure the Chair’s availability and make best use of his/her experience for the Group. Lead Director The responsibilities of the Lead Director were defined in 2021. When the need arises, and at times when the Chair does not fulfill all independence criterion recommended under the AFEP-MEDEF Code, the Board may decide to appoint a Lead Director, while the said Chair remains in office. The Lead director is chosen among the Independent Directors. Should the Chair not be able to fulfil his missions, the Lead Director will chair the Board until the Chair resumes his missions or until a new Chair is appointed. The Lead Director’s mission is to assist the Chair in ensuring a smooth running of the Company’s governance bodies and preventing conflicts of interests. In doing so, the Lead Director may: suggest to the Chair items for the agenda of any Board of ● Directors Meeting, thus he/she is consulted by the Chair on the agenda of Board Meetings; attend any meeting of the Committees of the Board of ● Directors, including those of which he/she is not a member and to have access to the information which these Committees have gathered during their work; organize meetings of the non-Executive Directors as often as ● necessary; implement the necessary measures for the identification of ● conflicts of interests within the Board of Directors and inform the Board of any conflict situation identified;

OF DIRECTORS

Internal Rules and Procedures formalize the responsibilities, organization and ethical principles guiding the work of the Board of Directors. Internal Rules and Procedures are available on the Company's website (https://investors.bic.com/en-us/reginfo).

4.1.2.1

Remit of the Board of Directors

and Chair

Board of Directors The Board of Directors lays down the guiding principles governing the Company’s business activities and ensures they are implemented in its best interests. This is done while having regard to the social and environmental challenges facing its business. It deals with all matters relating to the proper conduct of the Company’s business and makes all relevant decisions. The Board of Directors has to give its opinion on matters that can have a significant impact on the Group’s development, strategy or operations. The responsibilities of the Board of Directors as updated in 2021 are as follows: agree the “vision and Strategic direction” as ● articulated/elaborated by the Chief Executive Officer and the executive team; define the Company’s business perimeter and appetite for risk; ● select and perform evaluation of the Chair, all Board members, ● the Chief Executive Officer, and Executive Vice-Presidents; plan the succession for all Board members, including the Chair, ● the Chief Executive Officer and the Executive Vice-Presidents; install the proper governance structure and ensure its ethical ● operation; evaluate, challenge, and approve both long-term strategy and ● annual plans put forward by the Chief Executive Officer and his management team; ensure that the strategic plan is consistent with the Values and ● DNA of the Company, and aligned with the interests of Shareholders and other stakeholders; long term planning of the necessary human resources, focusing ● on Senior Management; ensure that the Strategic Plan is thoroughly encompassing a ● study of the macro economic trends, the competitive landscape, possible acquisition targets, SWOT analyses of BIC and its main competitors, financial plans including ROI’s and cash generation, industrial footprint, capacity plans, new technologies and post analysis; ensure that the key risks to which the Company is exposed are ● in keeping with its strategies and objectives; establish margin parameters to the CEO, and total shareholder ● return parameters; ensure adequate resources have been arranged for successful ● business operations; measure and monitor implementation of the strategy. ●

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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •