Plastic Omnium // 2021 Universal Registration Document
CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors
Executive sessions The directors meet at least once a year without the presence of executive directors and family directors, to conduct an overview of the functioning of governance and to assess the performance of the Chief Executive Officer and Managing Director. The Chairwoman of the Appointments Committee chairs this meeting. She informs the members of the Board of Directors of the holding of these meetings and of their main conclusions. An executive session was held on December 10, 2021.
Attendance The preparation and holding of Board meetings require significant investment and availability on the part of the directors. In 2021, the average attendance rate at Board meetings was 97%. The individual rate at Board and Committee meetings is detailed below. The breakdown of the compensation awarded to the directors, established according to the attendance of each of them at the meetings of the Board and the various committees, is detailed in paragraph 3.2.1 “Compensation in 2021 of directors” of this document.
INDIVIDUAL ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS IN 2021
Board of Directors
Audit Committee
Compensation Committee Appointments Committee
Number of meetings
Attendance rate
Number of meetings
Attendance rate
Number of meetings
Attendance rate
Number of meetings
Attendance rate
Directors
Laurent Burelle
6/6
100%
–
–
–
–
–
–
3
Laurent Favre
6/6
100%
–
–
–
–
–
–
Félicie Burelle
6/6
100%
–
–
–
–
–
–
Anne Asensio
6/6
100%
–
–
2/2
100%
–
–
Amandine Chaffois
6/6
100%
–
–
–
–
–
–
Anne-Marie Couderc
5/6
83%
–
–
2/2
100%
2/2
100%
Prof. Dr. Bernd Gottschalk (1)
6/6
100%
–
–
1/1
100%
–
–
Ireneusz Karolak
6/6
100%
–
–
–
–
–
–
Vincent Labruyère
6/6
100%
3/3
100%
–
–
–
–
Paul Henry Lemarié
6/6
100%
–
–
–
–
–
–
Éliane Lemarié, permanent representative of Burelle SA
6/6
100%
–
–
–
–
2/2
100%
Lucie Maurel Aubert
6/6
100%
3/3
100%
–
–
2/2
100%
Alexandre Mérieux
6/6
100%
–
–
1/1
100%
–
–
Cécile Moutet
5/6
83%
–
–
–
–
–
–
Amélie Oudéa-Castéra
5/6
83%
3/3
100%
–
–
–
–
Jean Burelle (a)
6/6
100 %
–
–
–
–
–
–
Jérôme Gallot (b)
1/1
100 %
–
–
–
–
–
–
OVERALL ATTENDANCE RATE
97%
(a) Director until April 21, 2021 and censor since February 17, 2021. (b) Director until April 21, 2021. (c) Member of the Compensation Committee until April 2021. (d) Member of the Compensation Committee since April 2021.
Senior Executive procedures At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Laurent Burelle has continued as Chairman of the Board of Directors and Laurent Favre is Chief Executive Officer. At the proposal of the Appointments Committee, Félicie Burelle was appointed Managing Director from January 1, 2020.
Role of the Chairman of the Board of Directors Laurent Burelle, as Chairman of the Board of Directors, organizes and directs the work of the Board, on which he reports to the General Meeting of Shareholders. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers. The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for
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PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
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