Plastic Omnium - 2018 Registration Document

2 CORPORATE GOVERNANCE Report from the Board of Directors on corporate governance PLASTIC OMNIUM 2018 REGISTRATION DOCUMENT 59 Audit Committee Composition Composition as at December 31, 2018: Vincent Labruyère ( Chairman ) ● Lucie Maurel Aubert ● Anne Asensio ● As of February 14, 2018 the committee has been chaired by Mr. Vincent Labruyère, member of the committee since May 16, 2002. The number of independent directors is two out of three, and there is no executive director. This composition is in line with the recommendations of the AFEP-MEDEF Code. The directors who are members of the Audit Committee have the necessary qualification and skills due to their professional experience and knowledge of the Group’s accounting and financial procedures, which are regularly reported to them. The committee had the opportunity to hear the directors in charge of the specific fields, the activity of which it reviews, in particular processes related to risk management and control. The Statutory Auditors attend Committee meetings. The committee did not seek advice from external experts. In 2018, the Audit Committee met three times, with an attendance rate of 100%. Principal missions Monitoring the basis of preparation for the Group’s financial information Monitoring the legal audit of the financial statements and consolidated financial statements by the Statutory Auditors Reviewing the Statutory Auditors’ audit plans and engagement program and the outcome of their verifications Monitoring the independence of the Statutory Auditors Monitoring the efficacy of the Internal Control and Risk systems Monitoring the Group’s major exposures and sensitivity to risks Warning the Chairman of the Board in the event of detection of a major risk, which, according to him, has not been treated appropriately Reviewing the program and objectives of the Internal Audit Department, as well as the methods and procedures of the internal control systems used Reviewing the scope of consolidation and reasons why some companies would not be included Review of matters likely to have a significant impact on the Group’s financial situation Main activities in 2018 Approval of the statutory and consolidated accounts 2017 Review of half-yearly statutory and consolidated financial statements at June 30, 2018 Review of Statutory Auditors’ reports Estimates and forecasts at 2018 year-end Reviewing the audit plan and the outcome of the verification carried out, their recommendations as well as the action taken as part of the statutory audit Reviewing the audits carried out by the Statutory Auditors with regard to social, environmental and societal information Monitoring the Internal Audit activity, the committee having concluded that Internal Audit has carried out a detailed review of the key processes with exacting criteria Analysis of the risk mapping and the related action plans, in particular the risk relating to information systems, digital and industrial safety Reviewing significant off-balance sheet commitments, risk factors and risk mapping, the committee having concluded that risk management is controlled and assumed at the operational level and the level of corporate departments Review of the actions undertaken regarding compliance with the requirements of the Sapin II law and the implementation of an anti-corruption compliance program. Review of the corruption risks mapping Review of the actions undertaken regarding compliance with the GDPR regulations Review of the report of the Board of Directors on corporate governance Review of the financial resolutions proposed at the Shareholders’ Meeting of April 26, 2018 Information on legal risks and potential disputes and major facts that are likely to have a significant impact on the financial situation of Plastic Omnium