Plastic Omnium // 2021 Universal Registration Document
CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors
relationship of any kind with the Company, its Group or its management that could compromise the exercise of his or her freedom of judgment” . At December 31, 2021, in addition to Laurent Favre and Félicie Burelle, executive directors, the following directors cannot be considered independent: Laurent Burelle, Éliane Lemarié, Paul Henry Lemarié and Cécile Moutet ● are related to at least one of the executive directors; Vincent Labruyère and Prof. Dr. Bernd Gottschalk, by virtue of their ● seniority as directors of Compagnie Plastic Omnium SE, which amounts respectively to 19 years and 12 years; Amandine Chaffois and Ireneusz Karolak, directors representing the ● employees, in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code.
Criterion 8: Status of major shareholder Directors representing major shareholders in the Company or its parent company may be considered as independent providing these shareholders do not participate in the control of the Company. However, above a threshold of 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, systematically reviews the classification as independent, taking account of the composition of the Company’s capital and the existence of any potential conflict of interest. At its meeting of February 17, 2022, the Board of Directors, on the proposal of the Appointments Committee, examined the independence of the directors at December 31, 2021. On the proposal of this committee, the Board considered, in accordance with the AFEP-MEDEF Code to which the Company refers, that a director is independent when “ He or she has no
INDEPENDENCE OF DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA SET FORTH IN SECTION 9 OF THE AFEP-MEDEF CODE
3
Employee director in the previous five years
Significant business relations
Status of non- executive director
Cross- directorships
Statutory Auditor
Term of office over 12 years
Status of major shareholder
At December 31, 2021
Family ties
Anne Asensio
P
P
P
P
P
P
P
P
Anne-Marie Couderc
P
P
P
P
P
P
P
P
Lucie Maurel Aubert
P
P
P
P
P
P
P
P
Alexandre Mérieux
P
P
P
P
P
P
P
P
Independent directors
Amélie Oudéa-Castéra
P
P
P
P
P
P
P
P
Laurent Burelle
V
P
P V P V P V
Félicie Burelle
V
P
P V P
P
P
P
Laurent Favre
V
P
P
P
P
P
P
P
Prof. Dr. Bernd Gottschalk
P
P
P
P V P
P
P
Vincent Labruyère
P
P
P
P V P
P
P
Non-independent directors
Éliane Lemarié, permanent representative of Burelle SA
P
P
P V P V P
P
Paul Henry Lemarié
V
P
P V P V P
P
Cécile Moutet
P
P
P V P
P
P
P
Amandine Chaffois
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ireneusz Karolak
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
directors
Employee
Criterion for independence met.
V Criterion for independence not met.
P
At December 31, 2021, five directors out of 13 (excluding directors minimum of one-third independent directors, the number of directors representing the employees) were considered independent, giving 38% representing the employees not being included in establishing the independent directors, in accordance with the provisions of the percentage of independent directors. AFEP-MEDEF Code recommending, for controlled listed companies, a
83
PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
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