2021 Universal Registration Document

CORPORATE GOVERNANCE

Administrative and management bodies

Key work in 2021 The Nominations, Governance and CSR Committee met twelve

the setting of objectives for the Chief Executive Officer; ● the emergency and long-term succession plans for the Chair ● and Chief Executive Officer; the review of the Roles and Responsibilities for CEO, Board of ● Directors, Non-Executive Chair and Lead Director; the implementation of new policy concerning Gender and ● Equality Policy; the commitments of the Sustainable Development Program; ● the implementation of the new Code of Conduct (replacing ● BIC Code of Ethics and Guide); the annual review of the organization and its human capital ● (including diversity policy within the Group and top management). This included a review of progress and a focus on the development and succession plans for key roles.

times in 2021. The attendance rate was 100%. The Committee’s work focused specifically on:

evaluation of the Board’s performance (implementation of ● previous year action plan and 2021 self-evaluation); reviewing results; identifying areas for improvements; and actions taken; calibration, search and selection of a new independent ● Director to become Chair of the Board; the identification of critical areas of development for the ● Board and of specific skills for continued development based on the newly introduced Board Skills matrix; the review of the Independence of Directors; ● the annual performance and development review of the Chief ● Executive Officer;

Summary table of the implementation of the AFEP-MEDEF Code 4.1.2.7 The Company abides by the AFEP-MEDEF Code, except for the following recommendations:

Recommendation of the AFEP-MEDEF Code No. Paragraph

Justification

25.6.2 Supplementary pension schemes

The supplementary pension scheme may not grant entitlement to more than 45% of the benchmark income (fixed and variable annual remuneration due in respect of the reference period).

The pension plan of Gonzalve Bich is not governed by Article L. 137-11 of the French Social Security Code. The structure of Pension entitlements in the United States cannot compare to the ones in France (a) . The 45% limitation cannot therefore apply.

If he does not resign before the age of 52, Gonzalve Bich will have accrued a pension benefit equivalent to 27.52% of the average remuneration over the last three years of service. In addition, as of December 31, 2021, he is entitled to a vested lump sum cash balance benefit of 30,800 U.S. dollars. Further details on these Pension plans can be found in Chapter 4.2.2.6 Pension plans. The Chief Executive Officer has his personal interests in the U.S., has spent the essential part of his career there and has his contractual relationship with the Group in the United (a) States.

4.1.2.8

Description of the procedure for

Once a year the Legal Department provides the Audit Committee with a list and description of any new unrestricted agreement. The Audit Committee subsequently assesses these unrestricted agreements and may, as part of this review, seek the opinion of the Statutory Auditors in the event of doubt. Following this review, the Audit Committee must issue a report to the Board of Directors on the unrestricted agreements signed during the fiscal year. The Board of Directors must conduct an annual review of the criteria used to classify unrestricted agreements to assess their relevance.

assessing current agreements In accordance with Article L. 22-10-12 of the French Commercial Code and AMF recommendation DOC-2012-05, the Company has drafted a procedure to periodically assess whether ordinary agreements entered into on standard market terms fulfil the conditions for classification as such. This procedure was adopted by the Board of Directors on December 8, 2020. The procedure provides that the Legal Department must be informed of the signing, amendment or renewal of these “unrestricted” agreements.

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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •

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