2021 Universal Registration Document
Administrative and management bodies
Audit Committee a) Membership
revised key KPIs and communication agenda; ● launch and completion of a 40 million euros impact share ● buyback program; approval of free share grants to employees; ● approval and extension of stock-options plans; ● definition of BIC carbon roadmap; ● internal evaluation of Board membership and performance and ● the implementation of subsequent actions; review of the process to change Auditors in 2023. ● The Board and its Committees have been actively overseeing the Company’s response to and risk management of the ongoing Covid-19 pandemic. and Committees The Internal Rules and Procedures prescribe that, once a year, the Board of Directors must devote part of its agenda to discussing its membership, organization and how it operates. It can take the opportunity to make changes. This assessment must allow for discussion that includes the functioning of the Board of Directors: to increase its efficiency; ● to ensure that the important matters are suitably prepared ● and discussed; and to measure the actual contribution of each Director to the ● Board’s work based on his/her expertise and involvement in discussions. In 2021, a self-evaluation of the Board’s membership and performance (both collective and individual) was conducted. It was carried out by the Nominations, Governance and CSR Committee on the initiative of its Chair. This evaluation has provided valuable insights on continuous improvement as a functioning body. Subsequent actions focus on the design of the meetings, Board materials and individual trainings. 126.96.36.199 The Board of Directors benefits from the preparatory work done by Evaluation of the Board 188.8.131.52 Board Committees The Committees act strictly within the remit given to them by the Board. They are actively involved in preparing the Board’s work. They make proposals, but do not have any decision-making powers. In order to fulfil their responsibilities, the Committees may contact the Company’s main executives after having informed the Chair of the Board of Directors. They must also report to the Board on any discussions with said executives. Once they have informed the Chair of the Board of Directors that they intend to do so, Committees may request external technical studies at the Company’s expense, on matters within their remit. The findings must also be reported to the Board. three Board Committees: the Audit Committee; ● the Remuneration Committee; ● the Nominations, Governance and CSR Committee. ●
Maëlys Castella - Chair (Independent Director); ● Candace Matthews (Independent Director); ● Édouard Bich (permanent representative of SOCIÉTÉ M.B.D.); ● Jake Schwartz (Independent Director). ● Three of the four Directors are independent, i.e. 75%. The Committee may not include any Executive Board members. The majority of the members must have expertise in accounting and/or auditing. The backgrounds of Audit Committee members mean that they have the financial and accounting skills necessary to fulfil their responsibilities. Maëlys Castella, Chair of the Committee, is an experienced finance and business leader with a strong track record in B2B and B2C businesses both in C-level executive and non-executive roles. She has expertise in finance, strategy, marketing, innovation and sustainability and has been working for international listed companies since 1992. She is the founder and CEO of a consulting firm Aminona Consulting specializing in finance, strategy and executive coaching. She is also an independent Board member, chair of the Audit Committee and Sustainability Committee of C&A, a leading global fashion retail business. She began her career in the oil and gas industry working in finance for Elf, now part of Total Group, for eight years. In 2000, Maëlys Castella joined Air Liquide and held various Senior Management positions in Finance and Marketing before she was appointed Group Deputy Chief Financial Officer in 2013. She was Chief Financial Officer and member of the Board of Management of AkzoNobel from 2014 until 2017. She was subsequently Chief Corporate Development Officer and Member of the Executive Committee from 2018 until 2019. Maëlys Castella graduated from École Centrale de Paris and holds a Master’s degree in Energy Management and Policy from the University of Pennsylvania (United States) and the French Institute of Petroleum (IFP). Candace Matthews was Chief Reputation Officer of Amway. From November 2014 to May 2021, Candace Matthews was Region President, The Americas, at Amway. She was hired by Alticor, the parent company of Amway, in December 2007, as Chief Marketing Officer. Prior to joining Amway, she was Executive President of Soft Sheen-Carson, acquired by L’Oréal, from 2001 to 2007. Before that, she held positions in Marketing at General Mills, Procter & Gamble, Bausch & Lomb and in Management at Novartis and The Coca-Cola company, in the United States. Candace Matthews has a Bachelor of Science degree in Metallurgical Engineering from Carnegie Mellon University in Pittsburgh, Pennsylvania (United States) and an MBA in Marketing from Stanford University Graduate School of Business in Palo Alto, California (United States). Édouard Bich spent eight years in the Finance Department of Procter & Gamble in France. He holds an MBA in Finance from Wharton University – United States.
• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •
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