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 68 In accordance with the recommendations of the AFEP-MEDEF Code, the exercise of stock options granted in 2013, 2015 and 2017 is subject to two performance conditions related to the outperformance over the vesting period of the options in respect of: the share price relative to the SBF 120 index; ● the Company’s operating margin compared with its main competitors. ● resulting from the exercise of option” refers to the total number of shares resulting from the decreased exercise of stock options, which must be transferred in order to finance the exercise of options in question and, where applicable, the payment of any immediate or deferred tax, social contributions and charges relating to the exercise of these options as applicable on the date of exercise of the options. If the number of shares fixed as a result, which must be retained until the loss of office, is a fraction, it is rounded off to the nearest lower whole number. The executive directors shall retain, in bearer form, until the end of their appointment, a number of shares corresponding to 10% of the balance of shares resulting from the exercise of the option. The “balance shares The executive directors are committed not to resort to risk hedging transactions. Table of stock options exercised by each executive director during the fiscal year Date of plans Stock options exercised Exercise price Mr. Laurent Burelle Chairman and CEO N/A N/A Mr. Jean-Michel Szczerba Co-Chief Executive Officer, Chief Operating Officer N/A N/A Mr. Paul Henry Lemarié Chief Operating Officer N/A N/A History of performance share allocations to each executive director Not applicable, if no performance share has been awarded to executive director. History of performance shares that vested during the year for each executive director Not applicable, if no performance share has been awarded to executive director. Components of compensation due or awarded 2.1.2.2.4 to each executive director in respect of 2019, subject to the approval of shareholders Upon the recommendation of the Compensation Committee and pursuant to Article L. 225-37-2 of the French Commercial Code, the Board of Directors decided at its meeting of February 13, 2019 on the compensation policy for each executive director. This policy is applicable from January 1 st , 2019 and is in keeping with the policy applied in 2018 as described § 2.1.2.2 above. It will be subject to the approval of the Ordinary Shareholders’ Meeting to be held on April 25, 2019. The policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, the Compensation Committee ensures that the proposed compensation policy complies with the practices of comparable international groups. Precise and demanding quantifiable and qualitative performance criteria are set for the bonus. The compensation of executive directors is made up of a fixed component and an annual bonus. The fixed component is reviewed every year. It does not vary much unless the Board of Directors, upon the recommendation of the Compensation Committee, decides otherwise in the light of market conditions and the Group’s development. The objective of the bonus is to recognize the contribution of each executive director to the Group’s development and the growth in its profits. It is based on precise criteria consistent with the annual assessment by the Compensation Committee of each executive director and with the Group’s strategy. The payment of the bonus and the exceptional compensation for 2019 will be subject to approval by the Ordinary Shareholders’ Meeting to be held in 2020. Executive directors will continue to enjoy the supplementary retirement plan as defined above. Pursuant to these principles, a proposal will be made at the 2020 Annual Shareholders’ Meeting to approve the components of compensation due or awarded in respect of 2019 to: Mr. Laurent Burelle, Chairman and Chief Executive Officer; ● Mr. Jean-Michel Szczerba, Co-Chief Executive Officer, Chief Operating ● Officer; Mr. Paul Henry Lemarié, Chief Operating Officer. ● It should be noted that there is no system of paying an arrival/departure bonus to executive directors at Plastic Omnium. Executive directors are entitled to a company car and Mr. Laurent Burelle, Chairman and CEO, is also entitled to the services of a driver.