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 58 Board of Directors information as to the Company’s financial position, cash position and commitments The Company’s financial position and cash position are analyzed at least twice a year during the Board’s meeting when approving the financial statements and reviewing the half-yearly financial statements. If required, they may be reviewed at any other time. The Company’s commitments are reviewed as part of the annual renewal of the authorizations given to the Chairman and CEO and the delegations that he grants. As evidenced by the preparatory work of its committees (see infra. Section 2.1.1.4), the Board also analyzes other aspects of its strategy, the Group’s economic and financial management and its environmental, corporate and social commitment. Reports on the work of the committees are systematically presented by their Chairman at Board meetings. The work of the Board of Directors on corporate governance Regarding the Shareholders’ Meeting of April 26, 2018 The Board of Directors reviewed the composition of the Board, particularly: (i) the proposal to renew the directorships of Messrs. Laurent Burelle, Jean-Michel Szczerba and Paul Henry Lemarié, (ii) the proposal to renew the respective terms of office of the Chairman and CEO, and of the Co-Chief Executive Officer and the Chief Operating Officer (iii) the proposal to renew the term of office of the company Burelle SA, represented by Mrs. Éliane Lemarié, and of Mrs. Anne Marie Couderc, Mrs. Lucie Maurel Aubert, Messrs. Jean Burelle, Jérôme Gallot and Prof. Dr Bernd Gottschalk; and (iv) the proposal to appoint Mr. Alexandre Mérieux as a director. It reviewed the reports of the Board of Directors’ Committees and conducted the annual review of related-party agreements. Regarding the Shareholders’ Meeting of April 25, 2019 The Board of Directors examined the composition of the Board and, in particular, the proposal to renew the directorship of Mrs. Amélie Oudéa-Castéra. It discussed the work of the Board of Directors’ Committees and conducted the annual review of related-party agreements. ACTIVITY OF BOARD OF DIRECTORS’ 2.1.1.4  COMMITTEES Discussions and decisions of the Board of Directors are assisted by the work of its Review 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. Board of Directors Committees act strictly within the framework of the missions allocated to them by the Board. They actively prepare its work, put forward proposals, but have no decision-making powers on their own. The Board of Directors, on the proposal from the Chairman and CEO, and following the recommendation of the Appointments Committee, appoints members of the committees as well as their Chairperson, taking into account the skills and experience of the directors. To carry out their work, after having informed the Chairman and CEO 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 committees of the Board are provided by the Corporate Secretary. In 2018, Board Committees were again mandated by the Board to prepare its proceedings. The details of the composition of these committees, their missions and work in 2018 are given here-after.