Plastic Omnium // 2021 Universal Registration Document
CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors
Governance, appointments and compensation the proper conduct of the Group’s governance; ● assessment of its own functioning and its development; ● adoption of the charter relating to the identification and evaluation of ● related-party agreements and free agreements; the holding of shares by directors and changes in compensation rules; ● the compensation of executive directors and the performance share ● plan; preparation of the Combined General Meeting; ● the process of selecting the Statutory Auditors with a view to appointing ● a replacement for Mazars, whose term of office expires at the close of the General Meeting of Shareholders of April 21, 2022.
impact of the environmental, social and governance (ESG) criteria on ● the Group’s strategy; the Group’s digital ambition and its contribution to the implementation ● of the strategic plan; review of the various issues relating to the Group’s industrial activities; ● monitoring of the impact of the health crisis (Covid-19) on the Group’s ● business and the measures taken to address it socially, operationally and financially; the impact of the semiconductor shortage and the measures taken to ● address it; the integration of the Group’s commitments in terms of Sustainable ● Development, with regard to the challenges specific to its activities and its objectives; Investments and asset sales monitoring the acquisitions, their consolidation into the Group, the ● synergies developed, the implementation of the business plan and the value created for the Plastic Omnium Group; progress reports on ongoing projects; ● Finance, audit and risks the approval of the parent company and consolidated financial ● statements, the proposed appropriation of net income and draft press releases; approval of management planning documents; ● approval of the budget and medium-term business plan; ● analysis of the Group’s annual risk review; ● the renewal of the annual authorizations granted to the Chief Executive ● Officer to issue bonds and to issue sureties, endorsements and guarantees; analysis of financial studies and analysts’ notes; ● the statement of asset impairments made in 2021; ● analyses of current agreements entered into during the year or in ● previous years but which remained in force during the fiscal year; analysis of related-party agreements entered into and authorized during ● the fiscal year or during previous fiscal years but which continued to be executed during the last fiscal year, or whose execution has not yet taken place at the time of the review; the reclassification or downgrading of any related-party agreement to a ● regulated agreement or a current agreement, as the case may be, in view of the qualification criteria defined by law, case law and professional organizations and used by the Group;
3.1.4
ACTIVITY OF THE BOARD
3
OF DIRECTORS’ COMMITTEES
Discussions and decisions of the Board of Directors are assisted by the work of its specialized committees which report to it after each of their meetings. The details of the missions of each committee are given in the Internal Rules of the Board of Directors. The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors. A committee may not on its own initiative deal with matters outside the framework of its own responsibilities. Committees do not have decision-making power. The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors. To carry out their work, after having informed the Chairman of the Board of Directors and subject to reporting to the Board of Directors, the committees may hear any responsible person within the Group and/or request technical studies on subjects falling within their areas of responsibility, at the expense of the Company. In the event of recourse by the committees to the services of external consultants, the committees must ensure the objectivity of the consultant concerned. Three committees support the Board of Directors: the Audit Committee, the Appointments Committee and the Compensation Committee. Secretarial services for Board committees are provided by the Corporate Secretary.
89
PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2021
Made with FlippingBook Ebook Creator