Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 57 Diversity of skills among Board members The directors of Compagnie Plastic Omnium complement each other in terms of their different professional skills and experience. Their skills and expertise cover the following fields related to Plastic Omnium’s strategy: the automotive industry, ● operational management of industrial companies, ● international experience, ● legal, ethical and compliance issues, ● finance, internal control and risk management, ● financing and capital markets issues, ● digital transformation, innovation and technological breakthroughs, ● social, societal and environmental responsibility, ● human ressources. ● PREPARATION AND ORGANIZATION OF 2.1.1.2 THE WORK OF THE BOARD OF DIRECTORS The powers of the Board of Directors The Board of Directors determines the Group’s strategic approaches. The directors control its economic and financial management, they review and approve the broad lines of actions considered by the General Management, which implements them. In this connection, the Board constantly seeks a working method which, while strictly complying with the law, is conducive to the conditions of good corporate governance. The works of the Board of Directors are based on its regularly updated Internal Rules, which aim at completing the legal, regulatory and statutory rules and the industry recommendations that the Board refers to. Organization and work of the Board of Directors The work of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 1 of the Internal Rules of the Board of Directors. The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Rules, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Rules. The Chairman of the Board of Directors directs the proceedings 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 Secretary of the Board of Directors assumes responsibilities of the secretariat of the Board and draws up the minutes of its meetings. Informed directors Preparing and holding meetings of the Board of Directors and its committees require ever greater availability and involvement from each director. In this respect, the directors of the Compagnie Plastic Omnium are regularly informed of all the Company’s activities and its performance. Each committee prepares the discussions and proceedings of the Board in its domain. With their expertise coming from outside and freedom of judgment, the directors collectively ensure that the measures adopted contribute to implementing the strategy of the Plastic Omnium Group. The Board debates issues transparently and in detail. ACTIVITY OF THE BOARD OF DIRECTORS 2.1.1.3 In 2018, the Board of Directors met four times. The attendance rate at Board meetings was 100%. The attendance rate at Board of Directors’ Committees was also 100%. The work of the Board of Directors focused on strategy In 2018, apart from the regular monitoring of the Group’s business (markets, business lines, geographical development, competition, quantitative and qualitative objectives), the Board of Directors continued its work on defining Compagnie Plastic Omnium’s strategy and monitoring its implementation. Continuous dialogue with the General Management has enabled the Board to prepare the strategy, especially by analyzing the strategic interest of acquisitions or disposals, their impact on the Company’s financial structure and its long-term development capacities. During each meeting, it is systematically informed about the Group’s activities and performance, and the revenue by Division and region. The Board is also informed about market developments, competitors’ performance and the Group’s position in terms of corporate and social responsibility. The Board is therefore totally aware of the Group’s economic situation. Informed about the performances and challenges specific to each Division, the Board has a clear and independent vision of the Group’s development opportunities for years to come. The Board focuses on monitoring the acquisitions, their consolidation into the Group, the synergies developed, the implementation of the business plan and the value created for Plastic Omnium. In 2018, the Board reviewed the monitoring of Plastic Omnium’s acquisition of the 33.33% stake in HBPO Beteiligungsgesellschaft mbH, bringing its stake to 66.67%. The Board also monitored the terms and conditions related to the disposal of the Environment Division, completed on December 18, 2018. The Board also paid considerable attention to monitoring acquisitions completed in previous years. A report on completed transactions is regularly presented to the Board and covers the integration of acquired companies within the Group, synergies created, areas of complementarity and value creation for Plastic Omnium. In order to benefit from the best possible knowledge of Plastic Omnium’s businesses, the Board of Directors holds regular meetings at the Group’s French or international industrial sites. Thus, the Board of Directors met on October 30, 2018, at the Intelligent Energy Systems plant in Barcelona, Spain. On this occasion, the directors visited the industrial site and met with various operational heads. The Board also discussed the project to transform the legal form of the company into a European company. Lastly, it reviewed the actions taken regarding corporate and social responsibility, in particular the implementation of compliance programs for ethics and corruption prevention.