Plastic Omnium // 2021 Universal Registration Document
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CORPORATE GOVERNANCE Corporate Governance Code
3.3.5
INFORMATION ON ELEMENTS THAT MAY HAVE AN IMPACT IN THE EVENT OF A PUBLIC TAKEOVER OR EXCHANGE OFFER
Ernst & Young et Autres Company represented by Ms. May Kassis-Morin 1-2, place des Saisons, 92400 Courbevoie-Paris La Défense 1 Ernst & Young et Autres, Statutory Auditors of the Company since April 29, 2010, was reappointed by the Combined General Meeting of Shareholders on April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021. ALTERNATE STATUTORY AUDITORS 3.3.6.2 Mr. Gilles Rainaut (Mazars alternate) 60, avenue du General Leclerc, 92100 Boulogne Billancourt Mr. Gilles Rainaut, Alternate Statutory Auditor of the Company since April 29, 2010, was reappointed by the Combined General Meeting of Shareholders of April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021.
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3.3.6
OFFICES OF THE STATUTORY
AUDITORS
STATUTORY AUDITORS 3.3.6.1 Mazars Company represented by Ms. Juliette Decoux 61, rue Henri Regnault, Tour Exaltis, 92400 Courbevoie
Mazars, Statutory Auditor of the Company since December 28, 1977, was reappointed by the Combined General Meeting of Shareholders on April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordinary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021.
Auditex (alternate to Ernst & Young and Others) Tour Ernst & Young, 11, allée de l’arche, 92400 Courbevoie
Auditex, Alternate Statutory Auditor of the Company since April 29, 2010, was renewed by the Combined General Meeting of Shareholders of April 28, 2016 for a further period of six fiscal years, i.e. until the end of the Annual Ordainary General Meeting in 2022 called to approve the financial statements for the fiscal year ending on December 31, 2021.
3.4
CORPORATE GOVERNANCE CODE
AFEP-MEDEF CODE: THE REFERENCE CODE
Compagnie Plastic Omnium SE remains committed to the application of rules of corporate governance laid down by AFEP-MEDEF, by referring to the Corporate Governance Code of listed companies, available on the website http://afep.com. The table below provides the Company’s explanations for the recommendations of the AFEP-MEDEF Code that are not applied.
Recommendations AFEP-MEDEF Code Terms of office of directors must be staggered so as to prevent reappointment en masse (Article 13.2) Termination of the employment contract in the event of a corporate office (Article 22)
Compagnie Plastic Omnium SE practices and justifications
The renewal of the term of office of one of the 15 members of the Board of Directors will be submitted to the vote of the General Meeting of Shareholders of April 21, 2022. The terms of the two directors representing the employees will expire in 2022 and those of four directors will expire in 2023. The Company wished to prioritize a frequent appointment principle for directors by stipulating a statutory three-year term of office. The Company will thus see four renewed or new terms of office in 2022, four in 2023 and eight in 2024. The employment contracts of Laurent Favre and Félicie Burelle have been suspended since January 1, 2020. The AFEP-MEDEF Code states that it is recommended that when an employee becomes an executive director, the employment contract be terminated with the Company. After appointing Laurent Favre, Chief Executive Officer, and Félicie Burelle, Managing Director, the Board of Directors decided that their employment contracts should be maintained. The Board decided that the rights acquired in respect of the Group supplementary pension plans for Senior Executives until December 31, 2019, i.e. for the period prior to the suspension of their employment contracts, would remain frozen and preserved, which involves keeping their employment contracts suspended.
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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
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