Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance www.plasticomnium.com PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 56 statutory or regulatory authority. None of the members of the Board of Directors has been disqualified by a court from acting as a member of a governing, administrative or supervisory body of an issuer, or from taking part in the management or business of an issuer during the past five years. Potential conflicts of interests between the duties of the corporate officers vis-à-vis the Compagnie Plastic Omnium and their personal interests and/or other duties (Articles 14.2 and 18.3 of the annex) The method for the organization and working of the Board of Directors of the Compagnie Plastic Omnium would enable it, where applicable, to prevent any misuse of control by a shareholder, largely due to the presence of six independent directors within the Company. Information on service contracts with members of the governing bodies (Article 16.2 of the annex) No corporate officer is bound either to the Company or to its subsidiaries through service contracts providing benefits of any kind. Stock exchange Code of Ethics The Board of Directors is aware of the applicable rules on the prevention of insider misconduct, in particular with regard to the periods during which trading in securities of the Company is prohibited. As a result, it has had the opportunity to modify the Internal Rules and update the charter for the prevention of insider trading. Based on the legal texts, regulations and market recommendations, this code states that inside information must be transmitted and used only for professional purposes. This charter requires the exercise of great caution, where the person with inside information is carrying out financial transactions or is having financial transactions carried out on Plastic Omnium’s securities in the stock exchange and points out that misconduct in this regard is subject to criminal penalties. Directors with permanent insider status are particularly requested not to carry out transactions on the securities of Plastic Omnium during certain periods if they have insider information. The Internal Rules of the Board of Directors state the Board members’ obligation to respect the terms of the Charter. During the meeting of the Board of Directors of December 14, 2018, each director received the schedule of closed periods for 2019 outside of which they can trade in Plastic Omnium’s shares. Furthermore, the executive directors notify the Autorité des Marchés Financiers (AMF) of each transaction carried out by them or by their relatives on Plastic Omnium’s securities. The Company periodically reminds them of this obligation (see the summary of transactions carried out by executive directors in 2018 involving Plastic Omnium securities). Assessment In compliance with its Internal Rules, the Board of Directors carries out an assessment every three years of its composition, its organization and its operation, as well as for each of the committees. The findings from this assessment are reviewed by the Appointments Committee. In addition, once a year, the Board includes an item on the agenda of one of its meetings to discuss the way in which it operates. In 2018, an assessment of the way in which the Board of Directors operates was conducted through a detailed questionnaire sent to each director. The questions concerned in particular strategy and performance, knowledge of the Group’s business lines and the relationships with management, risk management and control, the way in which the committees operate. In accordance with the recommendations of the AFEP-MEDEF Code, during the Board meeting of December 14, 2018, the directors met without the presence of the executive directors and family directors. Thus, they were able to discuss in particular the evaluation of the Board’s work and the performances of executive directors. The results of this assessment were presented to the Appointments Committee on December 13, 2018 and to the Board on December 14, 2018 and its main findings are as follows: the Board of Directors of Compagnie Plastic Omnium has momentum ● and operates efficiently; the current form of governance is suitable for the Group’s needs. ● The main areas of satisfaction as regards governance are: ● the moderation and intensity of discussions at the Board level; ● the diversity and complementarity of the Board’s composition with ● strong commitment from directors.