Plastic Omnium // 2021 Universal Registration Document
CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors
After examining the independence criteria in the AFEP-MEDEF Code, the Board of Directors concluded that Martina Buchhauser could be considered an independent director. Composition of the Board of Directors and Board Committees following the General Meeting of Shareholders of April 21, 2022 Subject to the approval of the resolutions submitted to the vote of the General Meeting of Shareholders to be held on April 21, 2022, at the end of this General Meeting of Shareholders, the Board of Directors of Compagnie Plastic Omnium SE will be composed of 16 members. The percentage of the independent directors will be 43% and the percentage of women, 57%, directors representing the employees not being taken into account in calculating these rates.
At its meeting of December 10, 2021, the Board of Directors resolved to modify the composition of the Audit Committee and the Compensation Committee at the end of the General Meeting of Shareholders of April 21 2022 and to extend the scope of intervention by the Appointments Committee: the Audit Committee will be chaired by Lucie Maurel Aubert. Amélie ● Oudéa-Castéra and Vincent Labruyère will be members; the Compensation Committee will be chaired by Alexandre Mérieux. ● Anne-Marie Couderc and Anne Asensio will be members; the Appointments Committee is modified to take into account the ● Group’s expectations and ambitions in terms of social and environmental responsibility and, from 2022, becomes the Appointments and CSR Committee, chaired by Anne-Marie Couderc; Éliane Lemarié and Lucie Maurel Aubert will be members.
Independent director
Audit Committee
Compensation Committee
Appointments and CSR Committee
Age Male/Female
3
Laurent Burelle
72
M
Laurent Favre
50
M
Félicie Burelle
42
F
Anne Asensio
59
F
º
¡
Prof. Dr. Bernd Gottschalk
78
M
Martina Buchhauser
55
F
º
Amandine Chaffois
41
F
Anne-Marie Couderc
71
F
º
¡
Ù
Ireneusz Karolak
62
M
Vincent Labruyère
71
M
¡
Éliane Lemarié, permanent representative of Burelle SA
76
F
¡
Paul Henry Lemarié
74
M
Lucie Maurel Aubert
60
F
º
Ù
¡
Alexandre Mérieux
47
M
º
Ù
Cécile Moutet
48
F
Amélie Oudéa-Castéra
43
F
º
¡
Independence within the meaning of the AFEP-MEDEF Code criteria. º Committee member. Ù Chairman of the Committee. ¡
RESPONSIBLE DIRECTORS 3.1.1.4 Within the scope of the law and the rights and duties of directors as defined in the Internal Rules of the Board of Directors of Compagnie Plastic Omnium SE and in accordance with the AFEP-MEDEF Code, directors are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics. Statements on the position of directors Existing family ties between directors Laurent Burelle and Éliane Lemarié are brother and sister, Paul Henry Lemarié is the husband of Éliane Lemarié. Félicie Burelle is the daughter of Laurent Burelle, and Cécile Moutet and Félicie Burelle are cousins.
There are no family ties between the other directors of Compagnie Plastic Omnium SE. No conviction or incrimination of directors Each director has declared, as they do every year, that he/she: has not been convicted of fraud in the last five fiscal years; ● has not been involved as a director in a bankruptcy, receivership or ● liquidation during the last five years; is not the subject of an official public offense and/or sanction ● pronounced by a statutory or regulatory authority; has not been prevented by a court from acting as a member of a ● management, administrative or supervisory body of an issuer, nor from participating in the management or conduct of the affairs of an issuer during the last five years.
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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
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