A diversified group

Integrated report

2. Risk factors 
and management /AFR/

2.1Main risks Factors

Compagnie Plastic Omnium SE has reviewed and assessed the risks that could have a material adverse effect on its business, financial position, results or reputation. These risks have been assessed based on the probability of occurrence and their impact (after taking into account the mitigation measures implemented by Compagnie Plastic Omnium SE). In accordance with regulations, only those risks that are both significant and specific to Compagnie Plastic Omnium SE are described below. The table below classifies these risks by category and indicates their importance (high or moderate) based on their assessment.

Non-financial risks are also described in section 4 "Non-Financial Reporting Disclosure" on page 147. An identical structure is used to describe each risk: description of the risk, policies and procedures put in place to mitigate the risk and publication of key performance indicators.

OPERATIONAL RISKS

RISK RELATED TO AUTOMOTIVE PROGRAMS

Identification of risk

Each automotive program has risks which could reduce its profitability from that initially expected. The risk relates particularly to programs that incorporate product innovations or which implement new industrial processes. This risk is increased for programs whose launch coincides with the start of a new plant. These uncertainties may require Compagnie Plastic Omnium SE to invest and/or spend more than initially forecast in order to reach the rates and quality levels required by the customer.

In addition, each automotive program is subject to risks in terms of manufacturing volumes, which depend on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment, but also on factors specific to each vehicle, such as the attractiveness of their design.

Ultimately, every automotive program is exposed to the risk of disruption of carmaker’s demand, of variable duration. This disruption may be the result of hazards specific to the carmaker (fire in one of its plants, shutdown of the carmaker’s plant due to a strike, etc.) or external hazards (pandemic or natural disaster affecting one or more plants of a carmaker). This disruption can also result from a similar hazard that would impact a supplier of components used in the manufacture of a vehicle, which could thus force the carmaker to permanently stop its production line for lack of components.

Risk management

Compagnie Plastic Omnium SE’s commitment to diversifying its operations and increasing the number of automotive programs represents a key component of its strategic vision that significantly reduces exposure to geographic and other risks.

Compagnie Plastic Omnium SE has five main distinct product families and serves the majority of global carmakers. Its customer portfolio is diversifying, with new players in heavy and industrial (off-road) mobility. It continues to diversify its exposure to worldwide automotive production markets with its activities spread across 28 countries globally and with the production launch of a large number of new programs each year (164 in 2023).

In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by Compagnie Plastic Omnium SE’s Senior Executives. Once a project has been accepted, a structured operational and financial monitoring system is set up to track it.

RISKS RELATED TO THE QUALITY OF PRODUCTS AND SERVICES SOLD

Identification of risks

Compagnie Plastic Omnium SE is exposed to the risk of warranty and liability claims from customers in respect of the products it sells and services it provides. This is particularly the case for the Clean Energy Systems activity and the Lighting Division where the majority of products sold to carmakers belong in the “safety equipment” category. Compagnie Plastic Omnium SE is also exposed to the risk of third-party product liability claims. In terms of risk related to the quality of the products and services sold, Compagnie Plastic Omnium SE implements a policy described in the “Non-Financial Reporting Disclosure” section of this URD (section 4 on page 187).

Risk management

In terms of product and process quality, the Group’s activities have set up dedicated organizations and processes according to models that have been prevalent for many years in the automotive industry. These organizations and processes aim to prevent, identify and correct quality problems as soon as they occur. The robustness and efficiency of these organizations and processes are checked by annual internal audits and regular customer audits. They are also covered by a certification IATF 16949 certification procedure for all of the Group’s plants and development centers.

These risks fall into the area of contractual liability and are covered by specific insurance policies.

RISK OF SHORTAGE OF RAW MATERIALS OR COMPONENTS

Identification of risk

The global automotive industry may be impacted by a long-term shortage of certain raw materials or components that are widely used for the production of sub-assemblies required for vehicle assembly by carmakers. This shortage, like that affecting semiconductors from the second quarter of 2021, may lead to a significant and lasting decline in the activity of carmakers on a large number of vehicle models, and consequently, in the activity of equipment manufacturers. This decline in activity may have a significant impact on Compagnie Plastic Omnium SE’s revenue, results and cash position.

Risk management

Faced with this type of situation, the Group is able to immediately implement significant expenditure reduction plans in order to limit the impact on its results and cash-flow. These plans are based in particular on the partial unemployment schemes that exist in most of the countries where the Group operates and on the non-renewal of temporary employees’ contracts. However, these workforce adjustments may be hampered by a lack of visibility on the short-term business of customers, following any production stoppages (stop & go). In addition to reducing expenses, the Group is in a position to enter into commercial negotiations with manufacturers in order to obtain financial compensation at least in part.

RISKS RELATED TO HEALTH, SAFETY AND THE ENVIRONMENT

Identification of risks

In the areas of health, safety and the environment, Compagnie Plastic Omnium SE’s sites are exposed to:

• risks related to working conditions;
• health risks;
• risks related to environmental damage;
• risks related to the strengthening or changes in regulatory requirements.

A lack of anticipation to mitigate these risks could result in harm to individuals, the Group’s image, or additional costs, and lead to possible sanctions.

Risk management

With regard to health, safety and the environment (HSE), Compagnie Plastic Omnium SE has introduced a policy that is described in the “Non-Financial Reporting Disclosure” section of this URD (section 4 on page 171). Rolled out worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certification program.

This policy is overseen by Compagnie Plastic Omnium SE’s Executive Committee, based on specific monthly reporting that shows the performance of each subsidiary. A dedicated organization comprised of front-line health, safety and environment (HSE) managers is responsible for supporting and coordinating its deployment.

This network of experts is led by Compagnie Plastic Omnium SE’s Sustainability and Human Resources Department, backed functionally by central HSE Directors at division level. Final responsibility for managing health, safety and environment risks lies with the activities Chief Executive Officers.

Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and ISO 45001 certification for industrial facilities. These action plans encourage the widespread sharing of best practices within the Group’s activities. They also include training on ergonomics, the man-machine interface and the tools of the in-house Top Safety program and bringing machinery and equipment into compliance.

This topic is described in more detail under Personal Health and Safety Risks in the Non-Financial Reporting Disclosure published in section 4 on page 171.

RISKS RELATED TO INFORMATION TECHNOLOGY

Identification of risk

The day-to-day activity of Compagnie Plastic Omnium SE’s operational functions (Research and Development, Production, Purchasing, Logistics, Commercial, etc.) and support functions (Finance, Human Resources, Legal, etc.) is highly dependent on the smooth running of the information systems used in these functions. This activity could be affected by the unavailability of critical information systems, mainly due to system breakdown, communication networks failure, damage to infrastructure or malicious actions carried out internally or externally. Cybersecurity risks and the procedures put in place to mitigate them are described in the “Statement of Non-Financial Performance” section of this URD (section 4 page 187). 

Risk management

The Information Systems Department has implemented a systems standardization and consolidation approach, and is constantly upgrading IT and network production infrastructures, business applications and workstation services. Management pays special attention to the incorporation of new technologies and to the availability and integrity of Company data.

The security of technical systems, applications and networks is addressed at the outset of projects. It is constantly monitored and regularly audited.

STRATEGIC RISKS

Risk related to the impact of climate change on the Company’s business model (no mitigation of climate change)

Identification of risk

Compagnie Plastic Omnium SE, as an industrial group operating in the automotive sector, is strongly impacted by the challenges of climate change. In accordance with the expectations of all stakeholders and in order to preserve and develop its business model, the Group must drastically reduce its environmental impact across its entire value chain by aiming for a long-term objective of carbon neutrality. Failure to meet these objectives would expose the Group to consequences such as the loss of customers and markets, difficulties in obtaining financing for the development of its projects, and a significant increase in taxes linked to carbon emissions. 

This topic is described in more detail under the Impact of climate change on the Company’s business model risk in the Non-Financial Reporting Disclosure published on page 193.

Risk management

The Group has set itself the objective of carbon neutrality for its own activities (scope 1 and 2) by 2025 and a target of 30% reduction (vs. 2019) in all its scope 3 CO2 emissions by 2030 (including those related to the use of products sold), as well as the objective of carbon neutrality across its entire value chain (scopes 1, 2 and 3) by 2050.

To achieve these goals, Plastic Omnium is rolling out its roadmap operationally through its ACT FOR ALLTM program. This includes:

• the development of solutions and products to support the energy transition and the reduction of the carbon footprint of manufacturers (weight reduction, aerodynamics and electrification of vehicles, in particular through the development of the hydrogen sector);
• optimization of the carbon footprint of Plastic Omnium sites (energy efficiency program and use of renewable energy);
• the integration of a growing share of recycled materials in the Group’s production;
• collaboration with stakeholders to reduce the carbon impact of products across the entire value chain by prioritizing the circular economy and eco-design.

The Impact of climate change on the Company’s business model risk, together with the policies and procedures put in place to mitigate it, are described in section 4 "Non-Financial Reporting Disclosure" on page 193. This description is accompanied by the publication of key performance indicators.

Risk related to INNOVATION and change in the technological environment

Identification of risk

The Company’s development is based on its ability to anticipate technological and regulatory developments, as well as to adjust its strategy in the face of significant changes and disruptions in the automotive sector. This highly competitive industrial sector is marked by rapid technological change. The occurrence of a technological acceleration in the market or difficulties encountered in the internal development of new technologies could hinder Compagnie Plastic Omnium SE’s ability to seize opportunities related to technological breakthroughs, thus impacting its competitive position, growth and profitability.

Risk management

To meet customer demand and maintain its technological advantage, Compagnie Plastic Omnium SE is continually adjusting its product and system offering. Its Research and Development policy is based on anticipation, integration, localization, collaboration and focus on customer needs. It leverages a technological development process based on the analysis of major societal trends and long-term market expectations. Technological development areas are integrated into innovation roadmaps reviewed by the Group’s Executive Committee and the Board of Directors.

Compagnie Plastic Omnium SE’s open innovation approach builds on the creation of an ecosystem with numerous collaborations, notably with the academic world, laboratories, start-ups and other major industrial groups. Strategic operations were carried out to support this value creation model.

The order intake recorded in recent years confirms the success of the Group’s innovations.

RISK RELATED TO EXTERNAL GROWTH TRANSACTIONS

Identification of risk

Compagnie Plastic Omnium SE periodically carries out external growth operations through acquisitions or partnerships that may be of a significant size across the Group.

These transactions are decided on the basis of assumptions, notably, objectives of market growth, synergies and future results, which may not be achieved in the timescales or to the extent initially expected.

In 2023, Compagnie Plastic Omnium SE completed one partnership transaction:

• Creation of a 50/50 joint venture between Plastic Omnium and Rein, a subsidiary of Shenergy Group, to produce and market type III and IV high-pressure hydrogen storage systems for the Chinese commercial vehicle market.

In particular, Compagnie Plastic Omnium SE could encounter difficulties in integrating the companies acquired, their technologies and product ranges, as well as the integration and retention of their employees. It may also be unable to retain or develop strategic clients of the acquired companies.

Risk management

Compagnie Plastic Omnium SE takes great care to put resources in place dedicated to overseeing partnerships or integrating acquired companies and sets detailed objectives for these, broken down into action plans. Particular care is taken to ensure the swift implementation of Plastic Omnium’s systems in acquired entities, in order to effectively manage these action plans and measure the achievement of objectives.

CREDIT AND/OR COUNTERPARTY RISKS

Customer risk

Identification of risk

Due to its business as an automotive supplier, Compagnie Plastic Omnium SE has a limited number of customers and cannot rule out the possibility that one of its customers might find itself in financial difficulty, thus preventing it from respecting certain commitments.

Risk management

The balanced division of revenue by carmaker has improved in recent years.

In all the Group’s businesses, review procedures are carried out before the results of bids are issued, in particular to ensure a balanced portfolio of customer receivables, in line with a target profile defined and continually monitored by Compagnie Plastic Omnium SE’s Senior Executives.

In terms of risk management, the Group’s activities have set up structured customer risk monitoring and debt collection processes. The average DSO was 48 days in 2023. Receivables over six months past due amounted to €16.7 million net of provisions.

At December 31, 2023 the risk of non-recovery was low and involved only a non-material amount of receivables more than 12 months past due (see section 5.2 "Consolidated financial statements at December 31, 2023" of this document – Note 6.3.1 to the consolidated financial statements).

RISKS RELATED TO SUPPLIERS

Identification of risk

Default by a major supplier, in particular a supplier of specific components, for which rapid substitution is difficult, given the work and time necessary to accredit a new supplier, could disrupt Compagnie Plastic Omnium SE’s production. This default could also generate additional investments or costs impacting Compagnie Plastic Omnium SE’s operating margin. The principal failure scenarios are a supplier’s bankruptcy, the supplier’s failure to meet quality specifications, a raw material or component shortage, or even a fire, natural disaster, strike or pandemic, which could impact a supplier’s plant, causing reductions or disruption to its production over the long term.

Risk management

With a view to reducing these risks, all suppliers of specific automotive components must be accredited according to meticulously defined operational, financial and non-financial criteria. The Responsible purchasing/supplier risk is described in the Non-Financial Reporting Disclosure (section 4 on page 189). It contains the various policies and procedures put in place to mitigate this risk as well as the publication of key performance indicators.

For approved suppliers, these criteria are then regularly monitored by the Purchasing and Quality Departments. At-risk suppliers are subject to special monitoring and when necessary safety stocks are put in place.

Lastly, operational departments are especially vigilant in this area. They focus on effectively anticipating and managing breakdowns in the supply chain that, while infrequent, can ultimately develop rapidly.

In 2023, Compagnie Plastic Omnium SE had no major supplier failures that had a significant impact on its own operations or those of its customers.

MARKET RISKS

Disclosures about market risks are also provided in the notes to the consolidated financial statements.

INFLATION RISK

Identification of risk

Compagnie Plastic Omnium SE’s business requires the purchase of large quantities of raw materials (plastics and paints), the purchase of energy (electricity and gas) and the purchase of logistics services (often indexed to the price of petroleum). These purchases are subject to market price fluctuations and could impact the Group’s operating margin and cash-flow.

Compagnie Plastic Omnium SE’s production activity requires a high level of industrial labor in its plants and could face significant wage increases in countries where wages are indexed to inflation.

Risk management

To limit the impact of price fluctuations, Compagnie Plastic Omnium SE has implemented at least partial price indexation clauses with most of its customers or, failing that, regularly renegotiates selling prices. In addition, Compagnie Plastic Omnium SE has set up, at the level of its Senior Executives and its Finance Department, a detailed and comprehensive monitoring of price changes so that the sales and purchasing teams of the Divisions carry out regular negotiations with customers and suppliers.

LEGAL RISKS

Compagnie Plastic Omnium SE’s Legal Affairs Department is supported, as needed, by local advisors and a network of correspondents in the main countries. The department helps operational and functional departments, in all their on-going and exceptional operations, to prevent, anticipate and manage legal risks relating to the divisions, as well as being responsible for claims and litigation.

At the date of this report, there is no dispute or lawsuit and no governmental, legal or arbitration proceeding (including all proceedings of which Compagnie Plastic Omnium SE is aware, which are pending or with which the Group is threatened) that might have, or has had during the past 12 months, a negative material effect on the financial position or profitability of the Plastic Omnium Group.

Risk related to business ethics

Identification of risk

Within an international Group such as Compagnie Plastic Omnium SE, it is particularly important to take into account the risk of business ethics. This risk can cover several topics such as fraud, corruption, conflicts of interest, insider trading or anticompetitive practices. It may concern isolated acts that do not comply with the regulations in force or the Company’s internal policies and procedures, which could then see the Company exposed to financial sanctions by the authorities and its image tarnished. Although the Group has implemented policies that comply with French law, it cannot guarantee the absence of violations of these internal corporate governance standards.

Risk management

Compagnie Plastic Omnium SE’s ethics commitments are formalized in a detailed Code of Conduct, applicable to all Company employees. This Code is given to each new employee, and is accessible on the Group’s intranet and websites. All employees must respect the Code of Conduct and contribute to its dissemination. The Group also has a Code of Conduct relating to compliance with the rules of competition law, a Compliance Department, online training programs, practical sheets on the management of conflicts of interest, and a whistleblowing system.

The Business ethics and tax evasion risk is described in the Non-Financial Reporting Disclosure on page 185. 

RISKS RELATED TO INTELLECTUAL PROPERTY

Identification of risk

Compagnie Plastic Omnium SE’s growth mainly depends on its capability to innovate. In this context, Compagnie Plastic Omnium SE is exposed to a risk of misappropriation of know-how, as both a victim and an offender, which could give rise to disputes.

Risk management

In the areas of Research and Development, Compagnie Plastic Omnium SE has implemented a structured approach of monitoring and investigating prior claims enabling it to manage and protect its intellectual property rights. Extensive policies have been established in respect of patent filings for the innovations that result from Research and Development. Despite the measures taken, including research into prior claims, Compagnie Plastic Omnium SE cannot rule out the possibility of prior intellectual property claims and of the risks of litigation that might result.

INSURANCE AND RISK COVERAGE

Compagnie Plastic Omnium SE has put in place a global program of insurance benefiting all the subsidiaries in which it has a majority interest. This program is coupled with local coverage in all countries where the Company is located. The program is intended to cover the main risks that can affect its operations, results or assets and includes:

• property, casualty and business interruption insurance;
• operating and product liability insurance;
• environmental liability insurance; and
• insurance against specific risks such as shipping, travel, vehicles, etc.

The levels of cover and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market.

2.2Internal control procedures and risk management

OBJECTIVES OF THE COMPANY CONCERNING INTERNAL CONTROL AND RISK MANAGEMENT

DEFINITION AND OBJECTIVES OF INTERNAL CONTROL AND RISK MANAGEMENT

Internal control and risk management are the responsibility of Senior Executives and require the involvement of all stakeholders in the Company, in accordance with the tasks assigned to them. Compagnie Plastic Omnium SE’s internal control and risk management systems are designed to ensure:

• compliance with applicable laws and regulations;
• effective and controlled implementation of guidelines and objectives set by Senior Executives, particularly with regard to risk;
• the smooth running of Compagnie Plastic Omnium SE’s internal processes, particularly those relating to the safeguarding of the Group’s assets in the broadest sense;
• the reliability of financial information;
• the commitment of Company employees to shared values and a shared vision of the risks they are helping to control.

Internal control and risk management systems play a critical role in the management of Compagnie Plastic Omnium SE’s activities. However, they cannot provide an absolute assurance that the Company’s objectives will be achieved or that all risks will be eliminated.

Compagnie Plastic Omnium SE is actively working to reinforce its internal control and risk management systems as part of a continuous improvement process that relies in particular on the Implementation Guide to the Reference Framework of the French Financial Markets Authority (AMF - Autorité des Marchés Financiers).

SCOPE OF THIS REPORT

This report describes the internal control system of Compagnie Plastic Omnium SE, the parent company of the Plastic Omnium Group. It describes in particular the procedures intended to guarantee the reliability of the consolidated financial statements and the Company’s control over entities in which it has a majority interest.

Compagnie Plastic Omnium SE regularly reviews and assesses the operations of significant investments over which it exercises joint control, and uses all of its influence to ensure that these entities comply with its internal control requirements.

SUMMARY DESCRIPTION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

GENERAL ORGANIZATION

Compagnie Plastic Omnium SE is made up of five divisions: Intelligent Exterior Systems, Clean Energy Systems, Modules, New Energies and Lighting.

Under the supervision and control of Compagnie Plastic Omnium SE’s Senior Executives, these five Divisions each have independent responsibility for implementing the means and resources necessary to achieve the targets set in their annual budgets validated by Senior Executives.

ORGANIZATION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The internal control and risk management system within the Group is based partly upon compliance with the rules and principles of its Internal Control Framework. This system is also based on the use of procedures enabling it to continuously improve the management of the main risks it may face.

The organization of the system involves all Company employees. However, its oversight and controls are performed by the following seven key functions:

• the Senior Executives, the Risk Management Department and the Internal Control and Compliance Committee, which monitor the system;
• the operational departments of each activity, the central functional departments and the Internal Audit Department, which represent three distinct levels of control;
• the Board of Directors.

The Senior Executives of Compagnie Plastic Omnium SE set the guidelines for organizing and running the internal control and risk management system.

They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company’s business. It is composed of the Chief Executive Officer, Managing Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Corporate Secretary and Legal Director and Chairwoman of the Internal Control and Compliance Committee, Human Resources and Sustainability Director, Innovation Director and the Chief Executive Officers of the activities. It meets once a month to review the Group’s business performance and recent developments, analyze the Group’s position and to discuss its outlook. It addresses cross-business issues such as Group sales and marketing, organization, investment, legal and Human Resources issues, health, safety and the environment, Research and Development, mergers and acquisitions, and financing. Each month, it analyzes the results and balance sheets of all activities and subsidiaries, including trends in respect of capital expenditure and working capital compared with the prior year’s position and monthly budget projections. It also reviews three-month forecasts for the consolidated income statement and balance sheet, and plays a pro-active role in steering the Group’s management. It also validates updates of current-year forecasts. It analyzes the multi-year strategic plans for the Divisions and the Group. These plans are then used in preparing the budget, which is definitively adopted in November each year.

THE INTERNAL CONTROL FRAMEWORK

The cornerstone of Compagnie Plastic Omnium SE’s internal control system is its Internal Control Framework, which sets out the rules and principles applicable to the companies it controls. It comprises a Code of Conduct, the Group’s Internal Control Rules and Procedures and an Accounting and Financial Procedures Handbook.

The Code of Conduct: in addition to its economic responsibilities, Compagnie Plastic Omnium SE attaches great importance to Human Rights and rules conducive to Sustainability. Compagnie Plastic Omnium SE is a signatory of the UN Global Compact, a set of principles that stand alongside the Plastic Omnium Code of Conduct to exemplify the spirit of responsible commitment that has always encouraged the Group’s commitment. Together, these texts highlight the values governing individual and collective conduct that Compagnie Plastic Omnium SE aims to promote, and which determine the fundamental principles in which the rules and procedures of its internal control system are rooted. In 2010, Compagnie Plastic Omnium SE adopted a Code of Conduct on practices governed by competition law, which has been circulated throughout the Group as part of a compliance program.

The Code of Conduct applies to Compagnie Plastic Omnium SE and to all the affiliates in which it holds a majority stake. Compagnie Plastic Omnium SE does everything in its power to encourage other affiliates to establish rules of conduct consistent with the provisions of the Code. It is the responsibility of executive corporate officers, members of the Executive Committee, Activities Directors and sites managers to ensure that all employees are aware of the contents of the Code, and that they have sufficient resources to comply with its provisions. In return, the Code requires individual employees to behave in a way that demonstrates a personal and ongoing commitment to complying with the prevailing laws and regulations, and with the ethical rules it lays down.

Group Internal Control Rules and Procedures: Compagnie Plastic Omnium SE has a set of rules that define the roles and responsibilities of the Senior Executives, the central departments of Compagnie Plastic Omnium SE and the operational departments of its divisions and subsidiaries in the following areas:

• Legal Affairs and Corporate Governance;
• Health, Safety and Environment;
• Human Resources;
• Treasury (financing and routine transactions);
• Sales;
• Purchasing (operations and capital expenditure);
• Inventory and Supply Chain;
• Accounting and Taxation;
• Real Estate;
• Information Systems.

The rules cover routine and non-routine business operations alike. They are a single and comprehensive reference framework designed to ensure that the internal control procedures implemented by the Group are both consistent and appropriate. In a number of cases, they include procedures that describe their application.

The Accounting and Financial Procedures Handbook: Compagnie Plastic Omnium SE has an Accounting and Financial Procedures Handbook prepared in accordance with IFRS standards. These accounting procedures are applicable to all consolidated companies.

As part of a process of continuous improvement in terms of internal control, the Internal Control Framework is subject to additions, and regular updates to reflect established practices, as well as changes in organization and the applicable regulations.

Risk management

The main risks to which Compagnie Plastic Omnium SE is exposed are described in section 2.1 “Main Risk Factors.” This section also describes the key measures and processes used to effectively prevent and manage these risks.

The risk management system incorporates, as part of the organizational framework presented in this report, a process of mapping and analyzing the main risks facing the Company. The purpose of this is to verify the pertinence of approaches implemented at Group level and to take action to strengthen or complement existing approaches. At Group level, this process is led by the Risk Management Department in conjunction with the operational departments and functional departments.

The system is overseen by the Senior Executives.

CONTROL ACTIVITIES

Compagnie Plastic Omnium SE seeks to combine the responsibility and independence of judgment of the three levels of control over its operations and its risk-control procedures: the operational departments, central functional departments and Internal Audit.

The operational departments implement the structures and resources necessary for the satisfactory implementation of the rules and principles governing internal control in their respective activities. In particular, they include dedicated Internal Control resources in charge of independent reviews of Internal Control in the entities (Level 2 controls) and monitoring the relevance of the corrective actions implemented following the assignments carried out by internal audit. The operational departments are also responsible for identifying the risks inherent to their own activity and for taking reasonable steps to control them.

The central functional departments, namely Human Resources and Sustainability, Finance and Information Systems, Legal, and Purchasing Performance, have the broadest powers in their areas of expertise, and under the supervision of Senior Executives, to establish rules and procedures applying within Compagnie Plastic Omnium SE. They are tasked with coordinating and monitoring the activities of their functional networks with a view to protecting the interests of the Group and all its stakeholders.

In the field of internal control and risk management in particular, they are responsible for analyzing the risks specific to their functions and producing the plans required for their smooth running. They produce and update the Internal Control Framework and the cross-company procedures for risk control. In doing so, they are required to ensure the adequacy of the Internal Control Framework in respect of prevailing standards, regulations and laws, and to implement the appropriate means for relaying the information they produce.

Compagnie Plastic Omnium SE has a centralized Internal Audit Department that is part of the Group Risk Management Department and reports to the Corporate Secretary. It also reports regularly on its work to the Internal Control and Compliance Committee, which is responsible for overseeing internal control procedures. It conducts assessments of the general system and ensures the efficiency of its implementation.

The Internal Audit Department conducts audits on a scope covering all subsidiaries, whether or not Compagnie Plastic Omnium SE exercises control. At the conclusion of each audit, Internal Audit makes recommendations to the audited entities, which respond with appropriate action plans subject to systematic monitoring by the management teams of the Group’s activities. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity’s risk and control environment. Each new entity is audited within one year following its formation or acquisition. None of the audits performed in 2023 revealed any serious weaknesses in the internal control and risk management systems.

Lastly, the application of international safety, environmental and quality assurance standards, in addition to the audit of our insurance companies and our customers, gives rise to regular specialized audits conducted by independent bodies.

INFORMATION AND COMMUNICATION

The Internal Control Rules and Procedures are available to employees on the home page of the Group’s intranet portal. However, the internal control system is deployed largely through formal documents, awareness raising, training programs and reporting processes conducted by the central functional departments. These activities demonstrate to local management the importance that Senior Executives attach to control processes.

Finally, the relaying of information on the preparation of financial and accounting data is subject to specific processes described later in this report.

OVERSIGHT

The Senior Executives, assisted by the Risk Management Department, is responsible for the overall oversight of the Company’s internal control and risk management processes.

The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specific remit. It reports its analyses and recommendations to the Senior Executives, as well as the Internal Control and Compliance Committee.

The Internal Control and Compliance Committee coordinates and oversees the internal control system, and ensures that it runs smoothly. The Internal Control and Compliance Committee is chaired by the Corporate Secretary of Compagnie Plastic Omnium SE. Its members include the Human Resources and Sustainability Director, Chief Operating Officer and Purchasing Performance Director, Chief Financial Officer, Internal Control Director, Internal Audit and Risk Management Director, Corporate Compliance Director, Operational Compliance Director, Internal Audit Manager, and the Chief Executive Officers and Chief Financial Officers of the Group’s divisions. It is tasked with ensuring the quality and effectiveness of the system. It relays the decisions and recommendations of the Chief Executive Officer, to whom it reports its findings. Its composition gives it the authority to coordinate the efforts of all actors involved in internal control and risk management in each division or corporate function.

Lastly, the Board of Directors reviews all of the major assumptions and strategies laid down for Compagnie Plastic Omnium SE by the Senior Executives. It reviews the broad outlines of the internal control and risk management system and acquires an understanding of the various procedures involved in the preparation and processing of overall and financial information.

INTERNAL CONTROL RELATING TO THE PREPARATION OF THE COMPANY’S FINANCIAL AND ACCOUNTING INFORMATION

BASIS OF PREPARATION OF THE GROUP’S FINANCIAL INFORMATION

Concerning the preparation of the Group’s financial information and its consistency, the Finance Department has the following tasks:

• laying down financial and accounting standards for the Group, in accordance with international standards;
• determining the policy in respect of the preparation of financial information;
• coordinating information systems used for the preparation of financial and accounting data;
• reviewing subsidiaries’ financial information;
• preparing financial information for the Group’s consolidated financial statements.

The consistency of the Group’s financial statements is guaranteed by the use of the same accounting standards and a single chart of accounts by all Group entities. These standards and this chart of accounts take into account the specific characteristics of the subsidiaries’ various businesses. They are defined by the Group Accounting and Standards Department, which has sole authority to modify them.

This consistency is then ensured by the coordinated management of the information systems which combine to produce the financial information for each subsidiary of the Group. The reporting and accounts consolidation processes are standardized and unified by the use of a single software program. Also, based on a software package recommended by the Group, the activities have developed integrated management systems, deployed at almost all of their industrial, Research and Development and administrative sites, thus contributing to the control of information necessary to prepare the financial statements.

Consolidated Group financial information is prepared for the following key processes:

• weekly cash reporting;
• monthly reporting;
• interim consolidated reporting;
• annual budget.

These four processes apply to all subsidiaries controlled by Compagnie Plastic Omnium SE.

FINANCIAL REPORTING AND CONTROL PROCEDURES

The accounting function is decentralized in the subsidiaries of Plastic Omnium. A first level of control and analysis of the financial statements is carried out at the local level, then at the central level in each activity. Third-tier controls are performed by the Finance Department.

Reporting is done on a monthly basis. It is submitted to the Senior Executives eight business days after the close of the monthly accounts and is reviewed at the Executive Committee meeting. The reporting package comprises in particular an income statement broken down by function, with an analysis of production costs, overheads, and Research and Development expenditure. It also includes a full cash-flow statement, business forecasts for the subsequent three months and a set of environmental and safety indicators. The information is prepared at Group, activity and subsidiary level. The reporting provides comparisons between the various items – monthly actual, year-to-date actual compared with prior-year actual and current year budget. It provides an analysis of material differences.

The budget process begins in September each year. Prepared by each subsidiary and consolidated at the Group activities level, it is submitted to the Senior Executives in November and validated by end-November before being presented to the Board of Directors of Compagnie Plastic Omnium SE. The budget comprises an income statement, cash-flow statement and data concerning capital employed by subsidiary and by activity for the year N+1.

“Revised” forecasts are regularly produced to allow remedial measures to be made with a view to ensuring that initial budget targets are met. They also allow the Senior Executives to report reliably on changes in the situation.

The budget is based on the rolling strategic and financial plan, approved each year by the Senior Executives. It includes income statement and balance sheet projections for the four years following the fiscal year in progress. It also takes into account the sales, industrial and financial strategies of the Group and its activities.

Regarding cash management, Compagnie Plastic Omnium SE is responsible for managing the medium-term financing requirements of all the subsidiaries controlled by the Group. Plastic Omnium Finance covers short-term financing needs. Through the latter, the Group centralizes its cash management and has set up a daily cash-pooling and netting system for all Group subsidiaries in all countries where local rules allow this practice. In addition, intragroup receivables and payables are netted monthly. In this way, it manages funding streams and verifies cash positions on a daily basis.

In general, subsidiaries cannot negotiate external financing arrangements without the prior authorization of the Group’s Central Treasury.

Plastic Omnium Finance is also responsible for controlling all currency and interest rate hedging transactions.

Cash reports are sent to the Senior Executives on a weekly basis. They include an analysis of the cash position of each activity, and of the Group, together with comparisons with the prior year and the budget for the current year.

No material incidents or significant changes occurred in 2023 that could have compromised the effectiveness of the internal control system described above.

WORK PLANNED IN 2024

Committed to a process of continuous improvement of its internal control system, Compagnie Plastic Omnium SE will supplement certain procedures in order to make them more relevant, on the one hand, and to facilitate their appropriation by operational staff, on the other. This approach, in which the Risk Management Department and Internal Control Department are fully involved, covers our internal control procedures, accounting and financial procedures, and risk management procedures.

The Internal Audit Department plans to carry out 43 assignments in 2024.

To improve the internal control and risk management system, the Company will continue to apply the procedure for tracking progress on implementing recommendations from the internal audit assignments. In all of its segments, the Company will supplement the Internal Control review process (level 2 controls) introduced in 2023 with new controls. These reviews are undertaken using internal control resources in the divisions and at Group level.

3. Corporate 
governance /AFR/

The information presented in this section constitutes the report of the Board of Directors on corporate governance prepared in accordance with the provisions of Articles L. 225-37 et seq., L. 22-10-9 and L. 22-10-10 of French Commercial Code. This report was presented to the Audit Committee, the Appointments and CSR Committee and the Compensation Committee for the sections that fall under their areas of responsibility. Thereafter it was approved by the Board of Directors at its meeting of February 21, 2024.

It describes in particular the conditions for the preparation and organization of the work of the Board of Directors, including in particular the organizational principles guaranteeing a balance of powers. It also includes the Board’s diversity policy. The components of the compensation of directors are also specified, as well as the transactions in Plastic Omnium shares declared by the directors in 2023 and the compensation policy pursuant to the aforementioned provisions of the French Commercial Code.

3.1Composition and conditions for the preparation and organization of the work of the Board of Directors

3.1.1Composition of the Board of Directors

3.1.1.1Balance of the composition of the Board of Directors

Pursuant to Articles 11 and 11a of the Company’s bylaws and in accordance with the provisions of Articles L. 225-17 and L. 22-10-6 of the French Commercial Code, the Board of Directors of Compagnie Plastic Omnium SE is composed of up to 18 members, two of whom represent the Group’s employees when the number of directors is greater than or equal to eight.

The term of office of each director is three years and is renewable. Directors are appointed by the General Meeting of Shareholders for three-year terms expiring at the close of the General Meeting of Shareholders called during the year in which their term expires to approve the accounts for the previous fiscal year.

The balance of powers within the Board of Directors is based mainly on its consistent composition, the role of its Chairman and the qualities of its members.

At the date of this report, the Company is administered by a Board of Directors composed of 16 members:

• 14 directors elected by the General Meeting of Shareholders in accordance with the provisions of the French Commercial Code, including the Chairman of the Board of Directors (Mr. Laurent Burelle), the Chief Executive Officer (Mr. Laurent Favre) and the Managing Director (Ms. Félicie Burelle);
• 2 directors representing the employees appointed in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code.

The General Meeting of Shareholders of April 26, 2023 noted the non-renewal of Ms. Anne Asensio as a director, renewed the terms of office as a director of Ms. Félicie Burelle, Ms. Cécile Moutet and Mr. Vincent Labruyère, ratified the co-option by the Board of Directors on December 7, 2022 of Ms. Élisabeth Ourliac as a director and appointed Ms. Virginie Fauvel as a director in addition to the members already in office.

The Board of Directors of July 21, 2023 appointed Prof. Dr. Bernd Gottschalk as censor and the Board of Directors of December 6, 2023 co-opted Mr. Gonzalve Bich as a director, replacing Prof. Dr. Bernd Gottschalk.

At December 31, 2023, the Board of Directors comprised six independent directors (see section 3.1.1.5); the percentage of independent directors was 43%. These independent directors fulfill their role well, given their profile and experience. They hold high-level responsibilities in international groups, which enables them to understand all aspects of the Plastic Omnium Group’s divisions, to inform discussions and to interact effectively with Senior Executives. It is specified here that in accordance with the AFEP-MEDEF Code, the number of directors representing employees is not included in the calculation of the percentage of independent directors.

Each member of the Board of Directors of Compagnie Plastic Omnium SE is involved in the discussions and is a source of proposals. The diversity and complementarity of the directors' experience (managerial, financial, non-financial including ESG, digital, industrial, etc.) enables a rapid and in-depth understanding of Plastic Omnium’s development challenges.

3.1.1.2Diversity policy applied to the Board of Directors: profiles, experience and expertise of current directors

In accordance with the provisions of Article L. 225-17 of the French Commercial Code, which establishes a principle of balanced representation of women and men on Boards of Directors, the Board of Directors of Compagnie Plastic Omnium SE comprises nine female directors out of 16. The law provides that in assessing the proportion of men and women on Boards of Directors, directors representing the employees and not elected by the General Meeting of Shareholders are not taken into account. As the Board of Directors of Compagnie Plastic Omnium SE includes two directors representing employees at December 31, 2023, the assessment is made on the basis of 14 directors, of whom eight are women, i.e. 57%. The principle of gender balance is also respected with regard to the two directors representing the employees.

In addition to increasing the representation of women amongst its members, the Board of Directors of Compagnie Plastic Omnium SE is striving to diversify the profiles of directors in terms of skills and nationalities.

SELECTION OF NEW DIRECTORS

The appointment of directors, submitted to the vote of the General Meeting of Shareholders, is subject to a transparent selection process.

When one or more directors' seats become vacant, and after considering the size of the Board of Directors, the Appointments and CSR Committee, together with the Chairman of the Board of Directors, defines the profile(s) sought, having regard in particular to the diversity policy and in particular to the appropriate nature of the composition of the Board of Directors with the Group’s activities, its challenges and its strategic orientations. The skills matrix includes in particular the following criteria:

• management skills acquired in large French or foreign international companies;
• knowledge of the Group or its division sector;
• professional experience;
• financial and accounting expertise;
• CSR, R&D and digital skills;
• availability and commitment to perform their office.

On the basis of these profiles, the Chairman of the Appointments and CSR Committee, together with the Chairman of the Board of Directors, organizes the search and selection process for new independent directors, with, where appropriate, assistance from an external firm. Candidates are interviewed at the end of the process with a view to making a recommendation to the Board. During these interviews, the Appointments and CSR Committee ensures in particular the independence, availability and motivation of the prospective candidate(s) and their adherence to the Group’s values.

Thanks to the selection work by the Appointments and CSR Committee and the Board of Directors, the General Meeting of Shareholders can appoint responsible directors, able to exercise their total freedom of judgment and participate independently in the work and the collegial decisions of the Board as well as the activities of the Committees.

The replacement of directors appointed by the General Meeting of Shareholders whose position has become vacant during their term of office due to death or resignation is subject to the legal and regulatory provisions in force, it being specified that these provisions are not applicable in the event of a vacancy for any reason whatsoever, of the seat of a director elected by the employees.

Selection process for new independent directors appointed by the General Meeting of Shareholders

When joining the Board of Directors, each director receives a copy of the Board’s Internal Rules, the bylaws of Compagnie Plastic Omnium SE, the Stock Market Ethics Charter and the Charter on identification and assessment of related-party agreements and unrestricted agreements. This corpus of rules adopted by the Company serves as a reference for the directors regarding the level of requirements expected by Compagnie Plastic Omnium SE. As soon as they take office, directors also receive support in the form of personalized discussions with the Chairman of the Board of Directors, the Chief Executive Officer, the Managing Director, the Chairmen of the Committees and the Secretary of the Board. Training is also offered to directors, particularly in terms of CSR, and directors who so wish can benefit from personalized support.

At December 31, 2023, the main characteristics of the composition of the Board of Directors were as follows: 

Breakdown of men and women

Years in office

Breakdown by age

Qualifications and professional experience of the directors in office

The Board of Directors is committed to promoting mix and diversity in its composition regarding the qualifications, professional experience, nationality and age of its members. All directors bring the following qualities to the Board of Directors:

The directors have additional experience (international, financial, industrial, commercial expertise, etc.) with some having former, in-depth knowledge of Compagnie Plastic Omnium SE and its environment.

Regarding directors’ professional qualifications and experience, the Board’s objective is to ensure that its composition is appropriate to the divisions of Compagnie Plastic Omnium SE, the challenges raised and its strategic orientation, thus contributing to the quality of the Board’s decisions.

The table below summarizes the diversity and complementarity of the skills brought to the Board.

Summary presentation of the Board of Directors at December 31, 2023

First and last name		Age	Male/ Female	Nationality	No. of offices in listed companies*	Date of initial appointment	End of current term	Years on the Board under term of office	Study committees
									Accounts	Appointments and CSR	Compensation
Chairman of the Board of Directors
Laurent Burelle		74	M		1	06/18/1981	2024	42
Senior Executives
Laurent Favre		52	M		0	01/01/2020	2024	4
Félicie Burelle		44	F		2	04/27/2017	2026	6
Independent directors**
Gonzalve Bich		44	M		1	12/06/2023	2024	0.1
Martina Buchhauser		57	F		3	04/21/2022	2025	2
Virginie Fauvel		49	F		1	04/26/2023	2026	0.8		
Lucie Maurel Aubert		61	F		0	12/15/2015	2024	8		
Alexandre Mérieux		49	M		1	04/26/2018	2024	5			
Élisabeth Ourliac		64	F		0	12/07/2022	2025	1	
Non-independent director
Anne-Marie Couderc		73	F		1	07/20/2010	2024	13			
Vincent Labruyère		73	M		0	05/16/2002	2026	21	
Éliane Lemarié, permanent representative of Burelle SA		78	F		1	04/09/2009	2024	14		
Paul Henry Lemarié		76	M		1	06/26/1987	2024	36
Cécile Moutet		50	F		0	04/27/2017	2026	6
Directors representing employees
Amandine Chaffois		43	F		0	07/04/2019	2025	4
Ireneusz Karolak		64	M		0	05/23/2019	2025	4
Censors
Jean Burelle		84	M		1	02/17/2021	2024	3
Prof. Dr. Bernd Gottschalk		80	M		0	07/24/2023	2027	0.5
*    Number of offices, excluding Compagnie Plastic Omnium SE, held in listed companies. ** Independence within the meaning of the AFEP-MEDEF Code criteria. (1) Director from 1970 to 2021 (2) Director from 2009 to 2023     Member of the Committee   Chairman of the Committee

Changes in the composition of the Board of Directors and its specialized committees in 2023

Two directors representing employees

Two directors representing the employees have been members of the Board of Directors since 2019. With a particular viewpoint linked to their knowledge of the business, they provide additional insight and enhance the quality of the Board’s discussions through their ability to understand the Group’s interests and define its risks in their capacity as employees. The directors representing the employees enrich the discussions of the Board of Directors in the service of a sustainable and long-term governance of the Company.

Amandine Chaffois, appointed by the France Group Works Council, is the Group’s Vice President Environmental Sustainability.

Ireneusz Karolak, appointed by the European Works Council, is Purchasing Manager in the Clean Energy Systems division, in Poland.

Their terms of office were renewed in 2022 for new three-year terms. Amandine Chaffois and Ireneusz Karolak receive compensation as members of the Board of Directors in accordance with the same distribution rules as the other directors and censors. The components of their compensation as employees are not published.

List of offices and positions of directors and censors held during the fiscal year ended December 31, 2023

Laurent Burelle
Chairman of the Board of Directors of Compagnie Plastic Omnium SE and Chairman and Chief Executive Officer of Burelle SA
NATIONALITY: French	BIOGRAPHY Laurent Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds a Master of Science Degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT). He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer of Plastic Omnium SA in Valencia (Spain), going on to become Chairman and Chief Executive Officer. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was Chairman of AFEP (Association Française des Entreprises Privées) from May 2017 to July 2023. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation. He is a Grand Officier de l’Ordre National du Mérite and Commandeur de la Légion d’Honneur.
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 06/18/1981 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 667,142
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies and associations
Burelle SA	Chairman and CEO		
Sofiparc	Chairman and member of the Supervisory Committee		
Sofiparc Hotels	Chairman		
Burelle Participations	Director		
Jacques Chirac Foundation (association)	Director – Founder
AFEP (association)	Chairman - until July 2023
International companies
Plastic Omnium Holding (Shanghai) Co. Ltd (China)	Director		
SOGEC 2 (Belgium)	Managing Director
Compagnie Financière de la Cascade SA (Belgium)	Chairman of the Board of Directors Managing Director

Laurent Favre
Chief Executive Officer of Compagnie Plastic Omnium SE
NATIONALITY: French	BIOGRAPHY Laurent Favre has an engineering degree from the École Supérieure des Techniques Aéronautiques et de Construction Automobile (ESTACA). He began his career in the automotive industry in Germany. For more than 20 years he has held various positions of responsibility with German automotive equipment suppliers such as ThyssenKrupp (steering systems), ZF (gearboxes and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 2020. He has also been Chairman of the Franco-German Economic Club since September 2023.
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 01/01/2020  END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 3,870
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies AND ASSOCIATIONS
Plastic Omnium Auto Exteriors	Chairman and CEO		
Plastic Omnium Auto Inergy	Chairman		
Plastic Omnium Finance	Manager		
Plastic Omnium Modules	Chairman		
PO Lighting Systems	Chairman and Chairman of the Supervisory Committee		
Plastic Omnium Software House	Chairman and Chairman of the Supervisory Committee		
Franco-German Economic Club (association)	Chairman
International companies
Plastic Omnium GmbH (Germany)	Manager		
Plastic Omnium New Energies (Belgium)	Director		
Yanfeng Plastic Omnium Automotive Exterior Systems Co. Ltd (China)	Director		
Plastic Omnium Holding (Shanghai) Co. Ltd (China)	Chairman of the Board of Directors		
Plastic Omnium Inc. (United States)	Chairman		

Félicie Burelle
Managing Director of Compagnie Plastic Omnium SE
NATIONALITY: French	BIOGRAPHY Félicie Burelle graduated from the ESCE Business School and holds a graduate degree in Business-Finance from South Bank University of London and an MBA from the Instituto de Empresa (IE) Business School of Madrid. After beginning her career in the Plastic Omnium Group in 2001 as Accounting Manager of a subsidiary of the Auto Exteriors Division in Spain (Madrid), Félicie Burelle moved on to the Mergers & Acquisitions Department of Ernst & Young Transaction Services in 2005. In 2010, she rejoined Compagnie Plastic Omnium and took over the Strategic Planning and Commercial Coordination Department of the Auto Exteriors Division. She also became member of the Executive Committee of this Division. Félicie Burelle has been a member of the Burelle SA Board of Directors since 2013. In 2015, she was appointed Strategy and Development Director of Compagnie Plastic Omnium SE and has been member of the Executive Committee since then. Appointed Chief Operating Officer of Compagnie Plastic Omnium SE on January 1, 2018, Félicie Burelle has been Managing Director since January 1, 2020.
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 900
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
Burelle SA	Director		
Burelle Participations	Director		
CIC Lyonnaise de Banque	Director
Plastic Omnium Software House	Member of the Supervisory Committee		
Bouygues S.A.	Director	
International companies
Compagnie Financière de la Cascade SA (Belgium)	Director
Plastic Omnium New Energies (Belgium)	Director		

GONZALVE BICH
Chief Executive Officer of Bic Group
NATIONALITIES: American & French   BUSINESS ADDRESS: BIC 12 boulevard Victor Hugo 92110 Clichy FIRST APPOINTMENT: 12/06/2023 END OF CURRENT TERM: 2024	BIOGRAPHY Gonzalve Bich is a graduate of Harvard University where he obtained a Bachelor of Arts in History in 2001. He began his career in management consulting at Deloitte, then joined the BIC group in 2003. Over the next fifteen years, he held regional and international positions in Human Resources, Marketing, Innovation and Business Operations. In 2018, he was appointed Chief Executive Officer of BIC SA. Gonzalve Bich is also Chairman of Enactus, a platform that aims to inspire tomorrow's leaders to use innovation and business organization to create a better and more sustainable world. Gonzalve Bich sits on the international advisory board of EDHEC, a French business school.
Companies and associations	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
BIC SA	Chief Executive Officer and Director	
BIC International Development SAS	Chairman
EDHEC Business School	Director (International Advisory Board)
Foreign companies and associations
Cello Writing Instruments & Containers Pvt Ltd (India)	Director
Cello Pens Pvt Ltd (India)	Director
Pentek Pens & Stationery Pvt Ltd (India)	Director
BIC - Cello Exports Pvt Ltd (India)	Director
BIC UK Ltd (Great Britain)	Director
BIC International Co. (United States)	Chairman Chief Operating Officer and Director
Enactus Global (United States)	Chairman of the Board and Director
Stewardship Foundation (Switzerland)	Director

Martina Buchhauser
Senior Advisor and Member of the Board of Directors of H&Z Management Consulting
NATIONALITY: German	BIOGRAPHY Having graduated with a Bachelor of Science in Business Management and a Master of Science in Management from Stanford University (United States), Martina Buchhauser began her career in 1985 at General Motors in the United States, then held various management and executive positions at Opel / General Motors, MAN and BMW, where she acquired a comprehensive knowledge of the automotive industry and its developments. In 2017, she was appointed Purchasing Director of Volvo Cars and member of the Executive Committee. Since 2021, she has been Senior Advisor for H&Z Management Consulting in Germany, a company specializing in strategy, purchasing and sustainable development. She is an independent director of Gränges AB in Sweden.
BUSINESS ADDRESS: H&Z Management Consulting Max-Joseph-Strasse 6 80333 Munich - Germany FIRST APPOINTMENT: 04/21/2022 END OF CURRENT TERM: 2025 SHARES HELD AT 12/31/2023: 900
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
International companies
Volvo Car Corporation (Sweden)	Member of the Management Board	
GV Automobile Technology (Ningbo) Co. Ltd (China)	Director
H&Z Management Consulting	Senior Advisor
Gränges AB	Non-Executive Director of the Board	
NextSource Materials Inc. (Canada)	Member of the Board of Directors since December 2023	
Sono Motors (Germany)	Chairwoman of the Supervisory Board - Until April 2023	

Anne-Marie Couderc
Chairwoman of the Board of Directors of Air France KLM
NATIONALITY: French	BIOGRAPHY After starting her professional career in 1973 as an attorney in Paris, Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer in 1993. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer of Hachette Filipacchi Associés and, from 2006 to 2010, General Secretary of Lagardère Active (press and audiovisual activities). From 2011 to 2017, she was Chairwoman of the Presstalis group (press distribution business).  Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France-KLM since 2018. Anne-Marie Couderc is an Officier de la Légion d’Honneur and an Officier de l’Ordre national du Mérite.
BUSINESS ADDRESS: Air France KLM 7, rue du Cirque 75008 Paris FIRST APPOINTMENT: 07/20/2010 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 1,350
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies and foundations
Air France KLM	Chairwoman of the Board of Directors	
Air France	Chairwoman of the Board of Directors
Transdev	Director Member of the Audit Committee Member of the CSR Committee
Ramsay – Générale de Santé	Director Chairwoman of the Compensation Committee Member of the Audit and Risk Committee
C.E.S.E	Member
Veolia Foundation	Director

VIRGINIE FAUVEL
Chairwoman and Chief Executive Officer of the Harvest Group
NATIONALITY: French	BIOGRAPHY An engineer by training, a graduate of the École des Mines de Nancy, Virginie Fauvel began her career at Cetelem in 1997 where she worked in risk forecasting. There, she discovered the world of digital technology and its ability to change industry and the economy.  In 2008, Virginie Fauvel took over the management of online banking and created Hellobank!.  In 2013, she joined Allianz as a member of the Management Committee, where she led a digital transformation, before joining the Management Board of Euler Hermes in 2018.  In 2020, she became CEO of Harvest, TechForFin specializing in wealth management, and thus succeeded the founders of this digital sector company.
BUSINESS ADDRESS: Harvest 5 rue de la Baume 75008 Paris FIRST APPOINTMENT: 04/26/2023 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 900
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
Harvest SAS	Chairwoman and CEO	
Pernod Ricard	Director Member of the Strategy Committee	
Financière Winnipeg	Chairwoman and CEO
Creadev International SAS	Director
Medef	Co-Chairwoman of the Innovation and Digital Commission
Numeum	Director
Les Transformers	Vice-Chairwoman

Vincent Labruyère
Chairman of the Labruyère Group
NATIONALITY: French	BIOGRAPHY An engineering graduate of ETH Zurich (Swiss Federal Institute of Technology), Vincent Labruyère started his professional career in 1976 with Établissements Bergeaud Mâcon, a subsidiary of Rexnord Inc. USA, manufacturers of equipment for production processes. In 1981, he became head of Imprimerie Perroux, a printer of checkbooks and bank forms, which he diversified in 1985 by creating DCP Technologies, a subsidiary specializing in credit card manufacture and encoding. In 1989, he founded the SPEOS Group, specialized in desktop publishing and electronic archiving of management documents and the manufacture of means of payment, which he sold to the Belgian Post Office in 2001. Vincent Labruyère  became Chief Executive Officer and later Chairman of the Management Board and subsequently Chairman of the Supervisory Board of the Labruyère Group, a family-owned company operating vineyards in France and the United States, which also operates in commercial real estate, hotels and growth capital in France and abroad.
BUSINESS ADDRESS: Groupe Labruyère 70, avenue Édouard-Herriot  71009 Mâcon FIRST APPOINTMENT: 05/16/2002 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 12,932
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
Groupe Labruyère	Chairman of the Supervisory Board
Société Financière du Centre	Chairman
SC Domaine Jacques Prieur Meursault	Manager

Éliane Lemarié, permanent representative of Burelle SA
Director of Burelle SA
NATIONALITY: French	BIOGRAPHY After graduating with a Master’s degree in English from the University of Paris-Sorbonne and graduating from IEP Paris, Éliane Lemarié devoted her professional career to the corporate information and communication sector. She began her career as a journalist and copy editor in various written press publications as part of the Permanent Assembly of Chambers of Commerce and Industry (APCCI) from 1969 to 1975. In 1976, she was hired by SOGEC to set up and develop a Public Relations, Media Relations and Publishing Department, a position she held until 1983. In 1983, she founded and developed IRMA Communication, a corporate communications consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairwoman and Chief Executive Officer until 2010.
BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT OF BURELLE SA AS A DIRECTOR: 06/26/1987 FIRST APPOINTMENT OF MS. ÉLIANE LEMARIÉ AS PERMANENT REPRESENTATIVE OF BURELLE SA: 04/09/2009 EXPIRY OF THE TERM OF OFFICE OF BURELLE SA: 2024 SHARES HELD AT 12/31/2023: BY MS. ÉLIANE LEMARIÉ: 235,996
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
Burelle SA	Director		
Sofiparc	Member of the Supervisory Committee		
Union Industrielle	Chairwoman of the Supervisory Board
AGB Assurances	Member of the Supervisory Board
Sofras Conseil	Member of the Supervisory Committee
International companies
SOGEC 2 (Belgium)	Managing Director
Garamond (Belgium)	Director

Paul Henry Lemarié
Chairman of the Board of Directors of Burelle Participations
NATIONALITY: French	BIOGRAPHY Paul Henry Lemarié holds a doctorate in physics from University of Paris-Orsay and a post-graduate degree (Diplôme d'Études Approfondies (DEA)) in Management and Finance from University of Paris-Dauphine. After completing a doctorate in physics at CEA, he began his career in the Finance Department of Paribas bank in 1973. He then joined Sofresid, an engineering group (steel, mining, offshore), before moving to the Plastic Omnium Group in 1980 as Head of the 3P (Performance Plastics Products) Division. In 1985, he became Chairman of the Automotive Division. In 1987, he was appointed Chief Operating Officer of Compagnie Plastic Omnium SE, then Chief Executive Officer in 1988 and Managing Director from 2001 to December 31, 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 31, 2020. Paul Henry Lemarié was Chairman and Chief Executive Officer of Burelle Participations from July 2021 to December 31, 2023, then became Chairman of the Board of Directors on January 1, 2024.
BUSINESS ADDRESS: Burelle Participations 42, rue Paul-Vaillant Couturier  92300 Levallois-Perret FIRST APPOINTMENT: 06/26/1987 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 315,900
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies
Burelle Participations	Chairman and Chief Executive Officer until December 2023 Chairman of the Board of Directors		
Burelle SA	Director		
Sofiparc	Member of the Supervisory Committee		
International company
Garamond (Belgium)	Director

Lucie Maurel Aubert
Chairwoman of the Board of Directors of Rothschild Martin Maurel/Vice-Chairwoman of the Supervisory Board of Rothschild & Co
NATIONALITY: French	BIOGRAPHY After starting her professional career in 1985 as a business attorney in the law firm Gide Loyrette Nouel, Lucie Maurel Aubert joined, in 2002, the family bank Martin Maurel of which she has been a director since 1999. In 2007, Lucie Maurel Aubert was appointed Managing Director of Compagnie Financière Martin Maurel, followed by Vice-Chairwoman and Managing Director in 2011. In 2013, she was appointed Chief Executive Officer of Banque Martin Maurel. From 2020 to 2023, Lucie Maurel Aubert has been Vice-Chairwoman of the Supervisory Board of Rothschild & Co and Chairwoman of the CSR Committee. Since 2023, Lucie Maurel Aubert has been Chairwoman of the Board of Directors of Rothschild Martin Maurel. Lucie Maurel Aubert is a Chevalier de la Légion d’Honneur and Officier de l'Ordre National du Mérite.
BUSINESS ADDRESS: Rothschild Martin Maurel 29, avenue de Messine  75008 Paris FIRST APPOINTMENT: 12/15/2015 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 910
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies and associations
Rothschild Martin Maurel	Chairwoman of the Board of Directors
Rothschild & Co	Vice-Chairwoman of the Supervisory Board
Association Française des Banques	Vice-Chairwoman
SNEF	Director
Robertet	Director
STEF-TFE	Director until April 2023
Rothschild Martin Maurel et Associés	Vice-Chairwoman until December 2023
Festival d'art lyrique d'Aix-en-Provence	Vice-Chairwoman until June 2023

Alexandre Mérieux
Executive Chairman of bioMérieux
NATIONALITY: French	BIOGRAPHY Alexandre Mérieux graduated from the University of Lyon with a degree in biology and from HEC Montreal Business School. From 1999 to 2004, Alexandre Mérieux was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Head. He has held various operational positions within bioMérieux. He was Managing Director in 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and Director of the Microbiology unit between 2011 and 2014. He was Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023. On July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. In addition, he chairs the Board of Directors at Mérieux NutriSciences.
BUSINESS ADDRESS: bioMérieux 376, chemin de l’Orme  69280 Marcy l’Étoile FIRST APPOINTMENT: 04/26/2018 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 1,000
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
French companies and foundations
bioMérieux SA	Executive Chairman and Director	
Institut Mérieux	Vice-Chairman, Managing Director and director
Finance Senior Mendel SAS	Representative of Mérieux Participation 2, director
Christophe et Rodolphe Mérieux Foundation	Director
Mérieux Foundation	Director
Mérieux Développement SAS	Chairman
Mérieux Equity Partners	Director
Compagnie Mérieux Alliance	Chief Executive Officer
SCI ACCRA	Manager
Jacques Chirac Foundation	Director
International company
Mérieux NutriSciences Corporation (USA)	Chairman

Cécile Moutet
Director of Compagnie Plastic Omnium SE
NATIONALITY: French	BIOGRAPHY Cécile Moutet has a Specialized Master’s degree in Market Research and Marketing Management from NEOMA Business School (formerly ESC Rouen) and from the Institut Européen des Affaires. She started her career as a communication consultant in the IRMA Communication agency, where she assumed the responsibility of the Client Division, designed press relations campaigns of various groups and organized public relations events. Between 2006 and 2008, Cécile Moutet was self-employed in Spain as a communication consultant. In 2009 and 2010, Cécile Moutet worked at IRMA Communication (which became Cap & Cime PR in 2010) and coordinated various consulting assignments.
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 04/27/2017 END OF CURRENT TERM: 2026 SHARES HELD AT 12/31/2023: 8,160
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
International company
Financière Protea SA (Belgium)	Director

Élisabeth Ourliac
Chairwoman of Toulouse School of Management
NATIONALITY: French	BIOGRAPHY Élisabeth Ourliac is a graduate of the Grande Ecole Program of Toulouse Business School, has a law degree from the University of Toulouse and holds a diploma from the Franco-German Chamber of Commerce and the Executive Program from Stanford University School of Business. Élisabeth Ourliac started her career in an audit firm, and then joined Airbus in 1983. After holding several positions of responsibility within the Finance Department, she became Director of Audit in 2000 and then Director of Audit and Risk Management until 2007. In 2008, Élisabeth Ourliac became Director of Commercial Aircraft Business Strategy, where she participated in the establishment of the Airbus final assembly plant on the American continent. From 2016 to 2022, Élisabeth Ourliac has been Vice-President Strategy at Airbus. Élisabeth Ourliac is also Chairwoman of the Board of Directors of the Toulouse School of Management and a member of the Board of Directors of the International Women Forum. Élisabeth Ourliac is a Chevalier de la Légion d’Honneur and an Officier de l'Ordre National du Mérite.
BUSINESS ADDRESS: Toulouse School of Management 2 rue du Doyen Gabriel Marty 31042 Toulouse Cedex 9 FIRST APPOINTMENT: 12/07/2022 END OF CURRENT TERM: 2025 SHARES HELD AT 12/31/2023: 900
Companies	Positions and offices held	Listed company	Group company Plastic Omnium/Burelle SA
French companies
Toulouse School of Management	Chairwoman of the Board of Directors
Toulouse Business School Foundation	Director until 2023
International companies
International Women Forum (USA)	Director

Amandine Chaffois
Director representing the employees of Compagnie Plastic Omnium SE
NATIONALITY: French	BIOGRAPHY Amandine Chaffois is a graduate engineer from the Institut National des Sciences Appliquées in Lyon and holds a Diploma of Higher Specialized Studies in Purchasing from the Institut d’Administration des Entreprises de Lyon from which she graduated at the top of her class. She joined the Plastic Omnium Group in 2004 as part of her end-of-studies internship in the Exterior Systems business line in the Plastic Omnium Industries Division. She then held various positions in the purchasing departments in France, Brazil and the United States. Appointed Director of Launches for Europe in September 2018, then Innovation Director for the Exterior Systems business line, Amandine Chaffois has been Group VP Environmental Sustainability since October 1, 2021. The term of office of Amandine Chaffois as employee director of Compagnie Plastic Omnium SE was renewed for a further three years by the France Group Works Council on July 6, 2022.
BUSINESS ADDRESS: Plastic Omnium 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 07/04/2019 END OF CURRENT TERM: 2025

Ireneusz Karolak
Director representing the employees of Compagnie Plastic Omnium SE
NATIONALITY: Polish	BIOGRAPHY Ireneusz Karolak graduated in romance philology from the Marie Curie University – Skłodowska in Lublin. After starting his career in teaching and research and as a certified translator in French and Spanish, he graduated with a Master’s degree in Management and International Business from the École des Hautes Études Commerciales in Lille in 1994. He joined the Plastic Omnium Group in 1999, where he successively held the positions of Quality Auditor and Quality Manager. He is currently Purchasing Manager of the Lublin site in Poland within the Clean Energy Systems division. The term of office of Ireneusz Karolak as employee director of Compagnie Plastic Omnium SE was renewed for a further three years by the European Works Council on June 9, 2022.
BUSINESS ADDRESS: Plastic Omnium Auto Inergy Ul. Budowlana, 28 PL 20 - 469 Lublin,  Poland FIRST APPOINTMENT: 05/23/2019 END OF CURRENT TERM: 2025

Information about the college of censors

Pursuant to Article 17 of the bylaws, the Board of Directors may appoint one or more censors. Their term of office is three years, renewable. 

Censors are invited to the meetings of the Board of Directors and take part in the deliberations in an advisory capacity. They may be consulted by the Chairman of the Board of Directors on the Group’s strategic orientations and, more generally, on all subjects concerning the organization or development of the Company. Committee Chairmen may also request their opinions on subjects falling within their respective areas of responsibility.

Their absence does not affect the validity of the deliberations of the Board of Directors.

Compagnie Plastic Omnium SE currently has two censors: Mr. Jean Burelle, who brings to the Board of Directors his in-depth knowledge of the Group and the international environment, and Prof. Dr. Bernd Gottschalk, who contributes in particular to the Board of Directors’ discussions on the changing automotive market as well as on environmental challenges related to the Group’s activities.

Jean Burelle
Censor and Honorary Chairman of Compagnie Plastic Omnium SE
NATIONALITY: French	BIOGRAPHY Jean Burelle is a graduate of the Federal Institute of Technology (ETH) in Zurich, and holds an MBA from Harvard Business School. He started his career in 1966 with L’Oréal and left for the Plastic Omnium Group in 1967 as Department Director. In 1986, he was appointed Executive Vice-President, and in 1987 became Chairman and Chief Executive Officer, a position that he occupied until June 30, 2001. Jean Burelle was a director of Compagnie Plastic Omnium SE from 1970 to 2021. He has been Honorary Chairman since July 1, 2001. From July 1, 2001 to December 31, 2018, Jean Burelle was Chairman and Chief Executive Officer of Burelle SA, of which he was a director until December 2023. He was also a member of the Supervisory Board of Soparexo SCA until June 2023. Since December 2023, Jean Burelle has been Honorary Chairman of Burelle SA. Jean Burelle was the Chairman of MEDEF International from November 2005 until May 2016, when he became Honorary Chairman and director. From 1977 to 2009, he was a director of Essilor International and Chairman of the Directors Committee. Jean Burelle is an Officier of the Légion d’Honneur and an Officier de l’Ordre National du Mérite.
BUSINESS ADDRESS: Burelle SA 1, allée Pierre Burelle  92300 Levallois-Perret FIRST APPOINTMENT: 02/17/2021 END OF CURRENT TERM: 2024 SHARES HELD AT 12/31/2023: 416,378
Companies	Positions and offices held	Listed company	Group company Plastic Omnium/Burelle SA
French companies and foundations
Burelle SA	Honorary Chairman since December 2023 Director until December 2023		
Burelle Participations	Director		
Sofiparc	Member of the Supervisory Committee		
MEDEF International	Honorary Chairman Director
Association pour le Rayonnement de l’Opéra National de Paris (AROP)	Director
Soparexo SCA	Member of the Supervisory Committee  until June 2023
International companies
SOGEC 2 SA (Belgium)	Chairman of the Board of Directors Managing Director
Financière Protea SA (Belgium)	Chairman of the Board of Directors Managing Director

Prof. Dr. Bernd Gottschalk
Founder and Chairman of AutoValue GmbH
NATIONALITY: German	BIOGRAPHY Holder of a doctorate in economics, Prof. Dr. Bernd Gottschalk studied economics at the University of Hamburg and the University of Saarbrücken, then at Stanford (California). He began his career in Finance at Daimler Benz AG Group, and then became Plant Manager, before being appointed Chairman of Mercedes-Benz do Brasil. In 1992, he was appointed to the Executive Committee of the Daimler Benz AG Group, Global Vice-President of the Commercial Vehicles Division. In 1997, Prof. Dr. Bernd Gottschalk was appointed Chairman of the Federation of German Automotive Industry (VDA) and, in 2007, created AutoValue GmbH, an automotive consultancy that he has headed since that date.
BUSINESS ADDRESS: AutoValue GmbH Feldbergstraße 51 60325 Frankfurt-am-Main FIRST APPOINTMENT: 07/21/2023 END OF CURRENT TERM: 2027 SHARES HELD AT 12/31/2023: 2,400
Companies	Positions and offices held	Listed company	Group company  Plastic Omnium/Burelle SA
International companies
AutoValue GmbH (Germany)	Chairman
Schaeffler AG (Germany)	Director, member of the Appointments Committee
Bentler international AG (Austria)	Director
Aeye Inc. (United States)	Director Member of the Audit Committee Chairman of the Appointments and Governance Committee
Jost Werke AG (Germany)	Director, Deputy Chairman, member  of the Chairman and Appointments  Committee until 2023	

3.1.1.3Changes in the terms of office and positions of the Board of Directors

Changes in 2023

End of the term of office as a director of Ms. Anne Asensio

Ms. Anne Asensio, director since 2011, did not wish to seek renewal of her term of office; the General Meeting of Shareholders of April 26, 2023 took note of this decision.

Renewal of the terms of office of three directors: Ms. Félicie Burelle, Ms. Cécile Moutet and Mr. Vincent Labruyère

The General Meeting of Shareholders of April 26, 2023 renewed for three years the terms of office of Ms. Félicie Burelle, a director of Compagnie Plastic Omnium SE since 2017, Ms. Cécile Moutet, a director of Compagnie Plastic Omnium SE since 2017, and Mr. Vincent Labruyère, a director of Compagnie Plastic Omnium SE since 2002.

Ratification of the co-option as a director: Ms. Élisabeth Ourliac

The General Meeting of Shareholders of April 26, 2023 ratified the co-option by the Board of Directors on December 7, 2022 of Ms. Élisabeth Ourliac as a director.

Appointment of a new director: Ms. Virginie Fauvel

The General Meeting of Shareholders of April 26, 2023 appointed Ms. Virginie Fauvel as director for the statutory term of three years, i.e. until the General Meeting of Shareholders called in 2026 to approve the financial statements for the 2025 fiscal year.

End of the term of office as a director of Prof. Dr. Bernd Gottschalk

Having reached the age limit set in the Internal Rules, Prof. Dr. Bernd Gottschalk, a director of Compagnie Plastic Omnium SE since 2009, was appointed censor by the Board of Directors on July 21, 2023.

Co-option, to replace him, of a new director: Mr. Gonzalve Bich

On the recommendation of the Appointments and CSR Committee, the Board of Directors decided, at its meeting of December 6, 2023 and following the appointment of Prof. Dr. Bernd Gottschalk as censor, to co-opt Mr. Gonzalve Bich as a director for the remainder of his predecessor’s term of office, i.e. until the General Meeting of Shareholders called in 2024 to approve the financial statements for the 2023 fiscal year, subject to ratification by the next General Meeting of Shareholders.

Changes to the composition of the Board of Directors and Committees in 2024

The terms of office of Mr. Laurent Burelle, Mr. Laurent Favre, Mr. Paul Henry Lemarié, Burelle SA represented by Ms. Éliane Lemarié, Mr. Gonzalve Bich, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert and Mr. Alexandre Mérieux will expire at the close of the General Meeting of Shareholders of April 24, 2024.

Non-renewal of the term of office of a director: Burelle SA represented by Ms. Éliane Lemarié

Since Burelle SA, a director of Compagnie Plastic Omnium SE since 1987, represented by Ms. Éliane Lemarié since 2009, does not wish to seek renewal of its term of office, the Board wishes to express its sincere gratitude for the quality of its contribution during its term of office. The Board thanks Ms. Éliane Lemarié for her commitment and involvement in the Board’s discussions.

Ratification of the co-option of Mr. Gonzalve Bich as a director

The General Meeting of Shareholders of April 24, 2024 is asked (i) to ratify the co-option made by the Board of Directors of Mr. Gonzalve Bich as a director, replacing Prof. Dr. Bernd Gottschalk, and (ii) to renew this term of office which has expired.

With a Bachelor of Arts in History from Harvard University, Mr. Gonzalve Bich joined the BIC Group in 2003, before taking over the management of Career Development and later of marketing in the Shavers department. From 2008 to 2012, he was responsible for Northern Europe. In 2012, he became Chief Operating Officer, in charge of the Middle East, Africa, Oceania and Asia-Pacific. He was promoted to Chief Executive Officer of Growth Markets (including Latin America) in July 2013. In April 2016, he became Head of Consumer Business Operations at BIC. He was Managing Director from June 2016 to May 2018, before becoming Chief Executive Officer of BIC SA.

With French and American nationalities, Mr. Gonzalve Bich brings to the Board his knowledge of industry, his international outlook, his expertise in Human Resources and his knowledge of new technologies.

After analysis with regard to the independence criteria mentioned in the AFEP-MEDF Code, the Board of Directors concluded that Mr. Gonzalve Bich qualified as an independent director.

Renewal of the terms of office of seven directors: Mr. Laurent Burelle, Mr. Laurent Favre, Mr. Paul Henry Lemarié, Mr. Gonzalve Bich, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert and Mr. Alexandre Mérieux

On the recommendation of the Appointments and CSR Committee, it is proposed that the terms of office as a director are renewed for a period of three years for Mr. Laurent Burelle, Mr. Laurent Favre, Mr. Gonzalve Bich, Ms. Anne-Marie Couderc, Mr. Paul Henry Lemarié, Ms. Lucie Maurel Aubert and Mr. Alexandre Mérieux.

Mr. Laurent Burelle has been a director of Compagnie Plastic Omnium SE since June 1981. He began his career with the Plastic Omnium Group as a production engineer and assistant to the director of the Langres plant. In 1977, he was appointed Chief Executive Officer and then Chairman and Chief Executive Officer of Plastic Omnium SA in Valencia, Spain. He was Director of the Environment Division from 1981 to 1988 before becoming Vice-Chairman and Chief Executive Officer of Compagnie Plastic Omnium in 1988 and then Chairman and Chief Executive Officer in 2001, a position he held until December 31, 2019. On this date, the functions of Chairman of the Board of Directors and Chief Executive Officer were separated. Mr. Laurent Burelle has been Chairman of the Board of Directors of Compagnie Plastic Omnium SE since January 1, 2020, and Chairman and Chief Executive Officer of Burelle SA since January 1, 2019. He was Chairman of the Association Française des Entreprises Privées (AFEP) from May 2017 to July 2023. Mr. Laurent Burelle is also a founder-director of the Jacques Chirac Foundation.

Mr. Laurent Burelle brings to the Board his in-depth knowledge of governance issues to meet the growing expectations of stakeholders. His in-depth knowledge of the Company and its model, which has shaped the Group’s success over the years, are valuable assets. Mr. Laurent Burelle pays close attention to ensuring that social and environmental challenges are at the heart of Compagnie Plastic Omnium SE’s commitments and also ensures that its culture and values are perpetuated and concretely reflected in both the Company's policy and its practices.

Over the 42 years of his term of office as a director, Mr. Laurent Burelle attended 100% of meetings of the Board of Directors.

Mr. Laurent Favre has been a director of Compagnie Plastic Omnium SE since January 2020. Prior to joining the Plastic Omnium Group, he had spent his career in the automotive industry in Germany, where he held various positions of responsibility within leading automotive equipment manufacturers such as ThyssenKrupp (steering systems), ZF (transmissions and steering columns) and Benteler (structural components), where he was Chief Executive Officer of the Automotive Division. Mr. Laurent Favre has been Chief Executive Officer of Compagnie Plastic Omnium SE since January 1, 2020.

Mr. Laurent Favre brings to the Board his  vision for the development and operations of Compagnie Plastic Omnium SE, taking into consideration the long-term interests of the Company and its shareholders. His knowledge of industrial challenges in the automotive sector, his varied experience acquired in Germany and his strategic vision focused on innovation represent a major contribution to the Board’s discussions and decisions, particularly those relating to the definition of strategy.

Over the four years of his term of office as a director, Mr. Laurent Favre attended 100% of meetings of the Board of Directors.

Mr. Paul Henry Lemarié has been a director of Compagnie Plastic Omnium SE since June 1987. He entered the engineering group Sofresid (steel industry, mining, offshore) and joined the Plastic Omnium Group in 1980 as Director of the 3P Division – Performance Plastics Products. In 1985, he became Chairman of the Automotive Division. In 1987 he was appointed Chief Operating Officer of Compagnie Plastic Omnium, then Chief Executive Officer in 2001 and Managing Director from 2001 to December 2019. He was appointed Chief Executive Officer of Burelle SA in April 1989, then Managing Director from 2011 until December 2020. Paul Henry Lemarié was Chairman and Chief Executive Officer of Burelle Participations from July 2021 to December 31, 2023, then became Chairman of the Board of Directors on January 1, 2024.

The Board of Directors will be able to count on his commitment, experience and expertise. His in-depth knowledge of the Company, its environment and the automotive market is a major asset in the Board’s discussions and decisions. Mr. Paul Henry Lemarié is also very committed to the Plastic Omnium Group's values and the transmission of its culture.

Over the 36 years of his term of office as a director, Mr. Paul Henry Lemarié attended 100% of meetings of the Board of Directors.

Mr. Gonzalve Bich has been a director of Compagnie Plastic Omnium SE since December 2023, following his co-option to replace Prof. Dr. Bernd Gottschalk (see above).

Ms. Anne-Marie Couderc has been a director of Compagnie Plastic Omnium SE since July 2010. She has been Chairwoman of the Appointments and CSR Committee since 2014 and a member of the Compensation Committee since 2013. After beginning her professional career in 1973 as an attorney in Paris, Ms. Anne-Marie Couderc joined the Hachette Group in 1982 as Deputy Corporate Secretary. She then became the Group’s Deputy Chief Executive Officer. A Paris city councilor, then Deputy Mayor and member of Parliament for Paris, she was appointed Secretary of State for Employment in the office of the Prime Minister in 1995, then Minister attached to the Ministry of Labor and Social Affairs with responsibility for Employment until 1997. At the end of 1997, Anne-Marie Couderc was appointed Chief Executive Officer of Hachette Filipacchi Associés and, from 2006 to 2010, General Secretary of Lagardère Active (press and audiovisual activities). From 2011 to 2017, she was Chairwoman of the Presstalis group (press distribution business). Anne-Marie Couderc has been Chairwoman of the Board of Directors of Air France since 2018.

Ms. Anne-Marie Couderc, very involved in the work of the Compensation Committee and the Appointments and CSR Committee, which she chairs, brings to the Board her Senior Executive experience in the industry sector, her knowledge of governance issues and her experience in the legal field.

Over the 13 years of her term as a director, Ms. Anne-Marie Couderc attended 94% of meetings of the Board of Directors, 100% of meetings of the Compensation Committee and 100% of meetings of the Appointments and CSR Committee, of which she is Chairwoman.

Ms. Lucie Maurel Aubert has been a director of Compagnie Plastic Omnium SE since December 2015. She has been Chairwoman of the Audit Committee since 2022 and a member of the Appointments and CSR Committee since 2019. She began her professional career in 1985 as a business attorney at Gide Loyrette Nouel. She joined the family bank Martin Maurel, where she has been a director since 1999. Appointed Managing Director of Compagnie Financière Martin Maurel in 2007, then Vice-Chairwoman and Managing Director in 2011, Chief Executive Officer of Banque Martin Maurel in 2013 and Vice-Chairwoman of Rothschild Martin Maurel et Associés in 2017, Ms. Lucie Maurel Aubert is, at the date of this document, Chairwoman of the Board of Directors of Rothschild Martin Maurel. 

Ms. Lucie Maurel Aubert exercises her office as independent director with a great deal of commitment and freedom of judgment. She brings to the Board her recognized financial expertise, combined with a dynamic and entrepreneurial vision of business. She makes an active contribution, particularly in her capacity as Chairwoman of the Audit Committee, to the development of a sustainable business model based on both economic, environmental and societal excellence.

Over the eight years of her term as a director, Ms. Lucie Maurel Aubert attended 100% of meetings of the Board of Directors, 100% of meetings of the Audit Committee, of which she is Chairwoman, and 100% of meetings of the Appointments and CSR Committee.

Mr. Alexandre Mérieux has been a director of Compagnie Plastic Omnium SE since April 2018 and Chairman of the Compensation Committee since 2022. He was responsible for marketing in the United States and Europe at Silliker Group Corporation, then Director of Marketing and Business Unit Director until 2004. He has held various operational positions within bioMérieux. Managing Director since 2014 after having headed the Industrial Microbiology unit between 2005 and 2011, and the Microbiology unit between 2011 and 2014. He was Chairman and Chief Executive Officer of bioMérieux from December 2017 to 2023. On July 1, 2023, he passed on the General Management of bioMérieux and remained Executive Chairman of the company. Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. In addition, he chairs the Board of Directors at Mérieux NutriSciences.

Mr. Alexandre Mérieux, an independent director who is very involved in the work of the Compensation Committee. The Board benefits from his experience as an executive corporate officer of a large international group. His scientific skills and his expertise in research and innovation acquired during his career in the pharmaceutical industry are valuable assets for the Board.

Over the five years of his term of office as director, Mr. Alexandre Mérieux attended 88% of meetings of the Board of Directors and 100% of meetings of the Compensation Committee, of which he is Chairman.

Resignation as a director of Ms. Martina Buchhauser

On February 21, 2024, the Board of Directors duly noted the resignation of Ms. Martina Buchhauser as a director of Compagnie Plastic Omnium SE for personal reasons, effective April 24, 2024.

Composition of the Board of Directors and Committees following the General Meeting of Shareholders of April 24, 2024

Subject to the approval of the resolutions submitted to the vote of the General Meeting of Shareholders to be held on April 24, 2024, at the end of this General Meeting of Shareholders, the Board of Directors of Compagnie Plastic Omnium SE will be composed of 14 members. The percentage of independent directors will be 42% and the percentage of women, 50%, with directors representing the employees not being taken into account in calculating these rates.

The composition of the Committees of the Board of Directors would be as follows:

• the Audit Committee is chaired by Ms. Lucie Maurel Aubert. Ms. Élisabeth Ourliac and Mr. Vincent Labruyère are members;
• the Compensation Committee is chaired by Mr. Alexandre Mérieux. Ms. Anne-Marie Couderc and Ms. Amandine Chaffois, employee director, are members;
• the Appointments and CSR Committee is chaired by Anne-Marie Couderc. Ms. Lucie Maurel Aubert and Ms. Virginie Fauvel are members.

3.1.1.4Responsible directors

Within the scope of the law and the rights and duties of directors as defined in the Internal Rules of the Board of Directors of Compagnie Plastic Omnium SE and in accordance with the AFEP-MEDEF Code, directors and Censors are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics.

Statements on the position of directors

Existing family ties between directors

Mr. Laurent Burelle, Mr. Jean Burelle and Ms. Éliane Lemarié are brothers and sister, Mr. Paul Henry Lemarié is the husband of Ms. Éliane Lemarié.

Ms. Félicie Burelle is the daughter of Mr. Laurent Burelle.

Ms. Cécile Moutet is the daughter of Mr. Jean Burelle.

There are no family ties between the other directors of Compagnie Plastic Omnium SE.

No conviction or incrimination of directors

Each director has declared, as they do every year, that he/she:

• has not been convicted of fraud in the last five fiscal years;
• has not been involved as a director in a bankruptcy, receivership or liquidation during the last five years;
• is not the subject of an official public offense and/or sanction pronounced by a statutory or regulatory authority;
• has not been prevented by a court from acting as a member of a management, administrative or supervisory body of an issuer, nor from participating in the management or conduct of the affairs of an issuer during the last five years.

Management of conflicts of interest

Directors are required to act in the interests of the Company in all circumstances.

Each year, the Board of Directors examines potential situations of conflicts of interest and the agreements reported to it pursuant to Article 6.2 of its Internal Rules.

In addition to the provisions of the French Commercial Code applicable to related-party agreements, the Internal Rules of the Board of Directors set out the specific rules for preventing conflicts of interest applicable to directors in the following terms:

On the basis of the declarations prepared by each director in application of the delegated regulation (EU) no. 2019/980 supplementing regulation (EU) no. 2017/1129 called “Prospectus 3,” the Board of Directors has not identified any potential conflict of interest between the duties of the directors with respect to Compagnie Plastic Omnium SE and their private interests and/or other duties. In particular, based on the work of the Appointments and CSR Committee, the Board of Directors found that there was no business relationship of any nature between the Plastic Omnium Group and any of its directors, which could lead to conflicts of interest.

Information on service contracts binding members of the administrative bodies

No director is bound either to the Company or to its subsidiaries through service contracts providing benefits of any kind.

Stock Exchange ethics

The Board of Directors is aware of the applicable rules on the prevention of insider misconduct, in particular the periods during which trading in securities of the Company is prohibited. It ensures that its Internal Rules and the Stock Exchange Ethics Charter are regularly updated.

On the basis of laws, regulations and market recommendations, Compagnie Plastic Omnium SE’s Stock Market Ethics Charter sets out the legal and regulatory framework applicable to insider information in order to enable each director to avoid breaching these rules.

Insider information is specific non-public information which, if it were to be made public, could have an appreciable influence on the share price. This insider information can be of three main types in particular: strategic, linked to the definition and implementation of the Group’s development policy; recurring, linked to the annual calendar for the production and publication of annual and interim financial statements, regular communications or periodic meetings dedicated to financial information; or ad hoc, linked to a given project or financial transaction.

This charter explains what is forbidden when holding inside information, in particular when it involves carrying out or having carried out financial transactions on Plastic Omnium shares on the stock market. It reiterates that misconduct in this area 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 mention the obligation for all members of the Board of Directors and all censors of Compagnie Plastic Omnium SE to comply with the terms of the Charter. Members are periodically reminded of these obligations by the Company.

In the meeting of the Board of Directors of December 6, 2023, each director and censor received the schedule of closed periods for 2024 outside of which they may trade in Plastic Omnium shares.

Furthermore, the directors notify the French Financial Markets Authority (AMF – Autorité des Marchés Financiers) of each transaction carried out by themselves, or by persons closely related to them, involving Plastic Omnium securities (see section 3.2.5 “Summary of transactions reported by executive corporate officers and directors during fiscal year 2023”)

3.1.1.5INDEPENDENT DIRECTORS

Directors who exercise their judgment freely

All the directors of Compagnie Plastic Omnium SE have access to permanent information and resources adapted to the performance of their duties. Everyone has a duty of care and participates independently in the work and decisions of the Board and, where applicable, its review Committees. Each director is subject to compliance with the rules in force on conflicts of interest.

Directors qualified as independent according to the criteria defined by the AFEP-MEDEF Code

Article 6.6 of the Internal Rules provides that the Board of Directors must carry out an annual assessment of the independence of each director with regard to the criteria of the AFEP-MEDEF Code to which it refers, i.e.:

Criterion 1: Employee or director during the past five years

Is not or has not been during the past five years:

• employee or executive corporate officer of the Company;
• employee, executive corporate officer or director of a company consolidated by the Company;
• employee, executive corporate officer or director of the Company’s parent company or of a company consolidated by this parent company.

Criterion 2: Cross-directorships

Is not an executive corporate officer of a company in which the Company directly or indirectly holds an office of director or in which an employee designated as such or an executive corporate officer of the Company (at present or having been at any time in the past five years) holds an office of director.

Criterion 3: Significant business relations

Is not a significant customer, supplier, investment banker, corporate banker or adviser:

• of the Company or its Group;
• or for which the Company or its Group represents a significant part of its activity.

The assessment as to whether or not the relationship with the Company or its Group is significant is discussed by the Board, and the quantitative and qualitative criteria leading to this assessment (continuity, economic dependence, exclusivity, etc.) are explained in the annual report.

Criterion 4: Family ties

Does not have close family ties with a director.

Criterion 5: Statutory Auditors

Has not been Statutory Auditor of the Company during the past five years.

Criterion 6: Term of office over twelve years

Has not been a director of the Company for more than twelve years. Loss of status as independent director occurs on the twelfth anniversary of the start of the term of office.

Criterion 7: Status of non-executive corporate officer

A non-executive corporate officer cannot be considered independent if he or she receives variable compensation in cash or shares or any compensation linked to the performance of the Company or of the Group.

Criterion 8: Status of major shareholder

Directors representing major shareholders in the Company or its parent company may be considered as independent providing these shareholders do not participate in the control of the Company. However, above a threshold of 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, systematically reviews the classification as independent, taking account of the composition of the Company’s capital and the existence of any potential conflict of interest.

At its meeting of February 21, 2024, the Board of Directors, on the proposal of the Appointments and CSR Committee, examined the independence of the directors at December 31, 2023. On the proposal of this committee, the Board considered, in accordance with the AFEP-MEDEF Code to which the Company refers, that a director is independent when “he or she has no relationship of any kind with the Company, its Group or its management that could compromise the exercise of his or her freedom of judgment”.

As of December 31, 2023, in addition to Mr. Laurent Favre and Ms. Félicie Burelle, executive corporate officers, it is specified that the following directors cannot be considered as independent:

• Mr. Laurent Burelle, Ms. Éliane Lemarié, Mr. Paul Henry Lemarié and Ms. Cécile Moutet are related to at least one of the executive corporate officers;
• Mr. Vincent Labruyère and Ms. Anne-Marie Couderc, by virtue of their length of service as directors of Compagnie Plastic Omnium SE, which amounts respectively to 21 years and 13 years;
• Ms. Amandine Chaffois and Mr. Ireneusz Karolak, directors representing the employees, appointed in accordance with the provisions of Articles L. 22-10-6 et seq. of the French Commercial Code.

Independence of directors at December 31, 2023 with regard to the AFEP-MEDEF Code independence criteria

		Employee/director in the previous five years	Cross- director ships	Significant business relations	Family ties	Statutory Auditor	Term of office over 12 years	Status  of non- executive corporate officer	Status of major shareholder
	Gonzalve Bich						 (1 month)		
	Martina Buchhauser						 (2 years)		
	Virginie Fauvel						 (8 months)		
	Lucie Maurel Aubert						 (8 years)		
	Alexandre Mérieux						 (5 years)		
	Élisabeth Ourliac						 (1 year)		
	Laurent Burelle						 (42 years)		
	Félicie Burelle						 (6 years)		
	Anne-Marie Couderc						 (13 years)		
	Laurent Favre						 (4 years)		
	Vincent Labruyère						 (21 years)		
	Éliane Lemarié,  permanent representative of Burelle SA						 (14 years)		
	Paul Henry Lemarié						 (36 years)		
	Cécile Moutet						 (6 years)		
	Amandine Chaffois	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	Ireneusz Karolak	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
  Criterion for independence met.   Criterion for independence not met.

At December 31, 2023, six directors out of 14 (excluding directors representing the employees) were considered independent:

• Mr. Gonzalve Bich
• Ms. Martina Buchhauser
• Ms. Virginie Fauvel
• Ms. Lucie Maurel Aubert
• Mr. Alexandre Mérieux
• Ms. Élisabeth Ourliac

This gives 43% independent directors, in accordance with the provisions of the AFEP-MEDEF Code recommending, for controlled listed companies, a minimum of one-third independent directors, the number of directors representing the employees not being included in establishing the percentage of independent directors.

3.1.1.6Multiple directorships held by directors

The number of corporate offices held by directors in companies outside the Group, including international companies, was assessed at February 21, 2024 in accordance with the recommendations of the AFEP-MEDEF Code according to which “executive corporate officers must not hold more than two other directorships in listed companies outside their Group, including international companies […]. Directors must not hold more than four other corporate offices in listed companies outside their Group, including international companies.”

Summary of multiple directorships held by members of the Board of Directors

3.1.2Conditions for the preparation and organization of the work of the board of Directors

3.1.2.1functioning of the Board of Directors

The Board of Directors met four times in 2023. A meeting was organized on July 21, 2023 at the PO Lighting Czech s.r.o. site in the Czech Republic, to present to the members of the Board of Directors the Group’s innovations and research topics in the Lighting division. 

Three Committees prepare the discussions and deliberations of the Board. Nine meetings were organized in 2023: 

• three meetings of the Audit Committee 
• three meetings of the Appointments and CSR Committee and 
• three meetings of the Compensation Committee.

Directors may propose any subject relevant to good governance on the agenda of the Board and its Committees. The directors of Compagnie Plastic Omnium SE are regularly informed of all of the Company’s activities and its performance.

Discussions within the Board, led by its Chairman, are conducted in a transparent and in-depth manner.

Frequency, duration and participation in meetings

The functioning of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 3 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.

In accordance with Article 11 of the bylaws, all directors must own at least 900 shares of the Company, to be acquired during open periods. This obligation does not apply to directors representing employees.

The functions of Chairman of the Board of Directors and Chief Executive Officer have been separate since 2020. Mr. Laurent Burelle is Chairman of the Board of Directors, Mr. Laurent Favre is Chief Executive Officer and Ms. Félicie Burelle is Managing Director.

The Corporate Secretary assumes the responsibilities of the secretariat of the Board and draws up the minutes of its meetings.

Executive sessions

The directors meet at least once a year without the presence of executive corporate officers, to conduct an overview of the functioning of governance and to assess the performance of the Chairman of the Board of Directors, Chief Executive Officer and Managing Director. The Chairwoman of the Appointments and CSR Committee chairs this meeting. She informs the members of the Board of Directors of the holding of these meetings and of their main conclusions. An executive session was held on December 5, 2023.

Attendance

The preparation and holding of Board meetings require significant investment and availability on the part of the directors. In 2023, the average attendance rate at Board meetings was 97%. The individual rate at Board and Committee meetings is detailed below. The breakdown of the compensation awarded to the directors, established according to the attendance of each of them at the meetings of the Board and the various committees, is detailed in section 3.2.1 “Compensation of directors in 2023” of this report.

Individual attendance of directors and censors at Board and Committee meetings in 2023

Senior Executive procedures

Compagnie Plastic Omnium SE has a corporate governance method adapted to its specificities and which is part of a constant process of progress. The procedures for exercising the Management of Compagnie Plastic Omnium SE by its Senior Executives have always been decided in the best interest of the Company and with the constant concern to enable the corporate governance method chosen to optimize the economic and financial performance of the Group and create the most favorable conditions for its long-term development.

At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Laurent Burelle has been Chairman of the Board of Directors and Laurent Favre is Chief Executive Officer. Félicie Burelle was appointed Managing Director with effect from January 1, 2020.

The organization of the Senior Executives guarantees the sustainability of the Group’s performance and commitments, as well as the quality of its governance.

Mr. Laurent Burelle brings to the Board of Directors and the Senior Executives his successful and recognized experience in both positions. The Board can count on its expertise in governance matters to meet the expectations of stakeholders.

Role of the Chairman of the Board of Directors

Mr. Laurent Burelle, as Chairman of the Board of Directors, organizes and directs the work of the Board, on which he reports to the General Meeting of Shareholders. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. In this respect, the Chairman:

• convenes meetings of the Board according to a schedule of meetings communicated to the directors and decides whether to convene the Board at any other time if necessary;
• prepares the agenda, supervises the creation of the Board file and ensures the completeness of the information contained therein;
• ensures that certain topics are discussed by the committees in preparation for Board meetings and ensures that they have the power to make proposals to the Board;
• leads and directs the discussions of the Board;
• ensures that directors comply with the provisions of the Board’s Internal Rules;
• prepares and organizes, in conjunction with the Appointments and CSR Committee, the periodic assessment of the Board;
• ensures the smooth organization of the General Meeting of Shareholders, which he chairs.

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 Chairman of the Board takes care to develop and maintain a relationship of trust between the Board and Senior Executives in order to guarantee the permanence and continuity of the implementation of the orientations defined by the Board.

The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for opinion, and that principles of good governance apply. In particular, he ensures that the directors are provided with the clear and appropriate information necessary to the performance of their duties in a timely manner.

The Chairman ensures the proper organization of the General Meetings of Shareholders which he chairs, answers shareholders’ questions and more generally ensures good shareholder relations.

Should the Chairman be unable to attend, he is replaced by the Chief Executive Officer or the Managing Director, themselves directors, or, in their absence, by another director chosen by the Board at the beginning of the meeting.

Relations between the Chairman of the Board of Directors and Senior Executives

Taking into account the experience and expertise of Mr. Laurent Burelle, as well as his in-depth knowledge of the Group and automotive industry markets, the Chairman acts in close collaboration with the Chief Executive Officer who, with the support of the Managing Director, is responsible for the management and operational management of the Company. The Board of Directors decided to extend the missions entrusted to the Chairman. At its meeting of December 6, 2023, on the recommendation of the Appointments and CSR Committee, the Board of Directors defined the organization of relations between the Chairman and Senior Executives as follows for the year 2024, thus confirming decisions taken previously. The Chairman of the Board of Directors approves:

• the annual budget and the five-year strategic plan, after being regularly informed by the Chief Executive Officer of the progress of its preparation;
• disposal & acquisition projects with a value of more than €50 million or revenue exceeding €100 million;
• movements within the Executive Committee;
• the raising or cancellation of loans and banking agreements;
• strategic changes related to the Corporate Social Responsibility (CSR) policy.

In close collaboration with the Chief Executive Officer, he is also responsible for banking relations with the Senior Executives of banking institutions and choices in relation to tax matters for the Plastic Omnium Group and its subsidiaries.

The Chairman of the Board of Directors coordinates with the Chief Executive Officer, who is responsible for the steering and operational management of the Group. In addition to the exercise of the powers conferred on him by French law, the Chairman may be consulted by the Chief Executive Officer on any matter relating to the running of the Company.

He is kept regularly informed by the Chief Executive Officer of significant events in the life of the Group, particularly with regard to strategy, organization, investments and divestments.

The Chairman of the Board of Directors ensures that the Plastic Omnium Group’s values and culture are respected.

The Board of Directors considers that this organization guarantees the sustainability of the Group’s performance, values and commitments as well as the quality of its governance.

Relations between the Board of Directors and Senior Executives

The Senior Executives communicate transparently with the directors and keep them regularly informed of the Company’s operations and its performance.

The Board has the means to deal freely with issues that concern it, in particular the Company’s strategic orientations, to monitor and ensure their implementation and to control their proper management.

The Chairman of the Board of Directors is kept regularly informed by the Chief Executive Officer of significant events in the Group. If necessary he informs members of the Board in between meetings. Only the Chairman is entitled to speak on behalf of the Board. He conducts the work of the Board in order to obtain the support and commitment of the directors for the actions of the Chief Executive Officer and to ensure the development of the Company with complete confidence.

The Board of Directors may meet at any time depending on current events.

Directors’ rights and obligations

The Internal Rules of the Board of Directors provide that its members are subject to obligations such as to:

• act in the corporate interest;
• inform the Chairman of the Board and the Board of any situation of conflict of interest, even a potential one, and refrain from voting on any deliberation for which such a situation of conflict of interest exists;
• perform their duties in compliance with legal provisions, in particular those relating to limits on the number of terms of office, and attend Board and Committee meetings;
• be informed so that they can make a useful contribution to the topics on the agenda;
• consider themselves bound by a true professional secrecy and be bound by an obligation of loyalty;
• comply with the Company’s Stock Exchange Ethics Charter, in particular with regard to securities transactions;
• inform the Chairman of the Board of Directors without delay of any agreement entered into by the Company in which they are directly or indirectly interested or which has been entered into by an intermediary.

Directors’ information

The Chairman of the Board of Directors shall provide the directors with sufficient time to enable them to fully perform their duties. In addition, the Chairman of the Board of Directors constantly communicates to the members of the Board any material information concerning the Company. Each director receives and may request all information necessary for the performance of their duties. For this purpose, the directors may meet with the key executive corporate officers of the Company and the Group as soon as the Chairman of the Board of Directors has been informed in advance.

At the request of the Chairman of the Board of Directors or a director, an operational director may be invited to any meeting of the Board devoted to the prospects and strategies of their sphere of business. This was the case four times in fiscal year 2023.

Since 2021, a digital platform has been made available to directors to assist them in carrying out their duties. This tool is accessible via a tablet application provided by the Company to all members of the Board of Directors and allows in particular the secure provision of documents relating to the meetings of the Board of Directors and Committees.

3.1.2.2Assessment of the Board of Directors’ organization and functioning

• Annual assessment process for the Board of Directors within the framework of the AFEP-MEDEF Code, to which the Company refers, and market recommendations such as those of the AMF. 

The Board of Directors also conducts a formal assessment of its own operations at regular intervals, not exceeding three years. This assessment is carried out under the direction of the Chairman of the Appointments and CSR Committee, with or without the assistance of an external consultant.

In 2021, a formal assessment took place under the direction of the Chairwoman of the Appointments Committee, with the assistance of an external consultant. It took the form of a detailed questionnaire, which all directors completed. In 2022 and 2023, discussions took place on the annual functioning of the Board, based on a questionnaire which directors completed. In 2024, a new formal assessment will be carried out with the assistance of an independent external firm.

• Main objectives: 
  • verify that important issues are properly prepared and discussed within the Board;
  • measure the contribution of each member to the work of the Board;
  • make suggestions for improvements;
  • improve the effectiveness of the Board of Directors.
• Support and procedure: 
  • steering of the assessment process by the Chairwoman of the Appointments and CSR Committee;
  • reminder of the principles set out by the AFEP-MEDEF Code and stock market expectations so that each director questions the proper functioning of the Board and his or her personal contribution to its work and decisions;
  • questionnaire prepared in 2021 with the assistance of an external consultant and reviewed annually;
  • annual individual meetings between the directors and the Board Secretary;
  • feedback on the responses provided at the Appointments and CSR Committee meeting of December 5, 2023, followed by a discussion between directors, and decisions taken for 2024.
• Main themes of the assessment: 
  • composition of the Board of Directors, its organization and functioning;
  • quality and relevance of the information provided and the agendas;
  • Board of Directors' commitment to defining the Group’s strategy;
  • activity of the Committees, in particular the procedure for assessing current agreements, analysis of the independence of directors and any conflicts of interest;
  • main governance issues. 

Concerning the composition of the Board, the directors consider that it is satisfactory and balanced. In 2023, the Board welcomed Ms. Virginie Fauvel, Chairwoman and Chief Executive Officer of the Harvest Group and Mr. Gonzalve Bich, Chief Executive Officer of BIC SA (see section 3.1.1.3 Changes in the terms of office and positions of the Board of Directors). The diversity of profiles and expertise makes it possible to actively discuss with Senior Executives the strategic challenges facing the Group and to make independent decisions. The composition of Committees is also considered appropriate with competent directors within each of them.

Concerning the onboarding procedure for new directors, the Board considers that this allows a complete and organized welcome for new members (in particular the provision of the necessary information documents, the interview with the Secretary of the Board and the Chairmen of the Committees).

Concerning the organization of Board discussions, it was stressed that each director plays his or her role to the full by questioning Senior Executives. Discussions are open, and the directors express themselves in a positive climate of trust. The Chairman of the Board of Directors promotes exchanges and the quality of debates. Senior Executives communicate transparently and respond in detail to all questions.

The dynamics of the Board are quite satisfactory with excellent interaction between the various directors. Regarding governance issues, the method of exercising the Senior Executives, in particular the separation of the functions of Chairman and Chief Executive Officer, works very satisfactorily, with in particular the complementarity of the Chairman of the Board of Directors and the Chief Executive Officer being considered an asset. Furthermore, regarding the Chairman of the Board, the Chief Executive Officer and the Managing Director individually, the transparency of the Chief Executive Officer and the Managing Director, their competence and their knowledge of projects were highlighted, the way discussions are led by the Chairman of the Board of Directors and the mode of operation with the Senior Executives were also singled out in particular.

The Board of Censors was also assessed by the Board of Directors. The expertise of the censors, in particular in terms of knowledge of the Group and the international context in which it operates, exercised within the Board in order to protect the interests of the Company and the Group, were considered very positive. Without being able to take part in votes on decisions, their freedom of speech and judgment contributes to enriching the discussions within the Board.

Concerning the work of the Committees, their operation is satisfactory, the projects are well constructed. The directors, members of these committees, believe that the subjects are dealt with in a serious and solid manner. The Board of Directors can take its decisions with complete confidence on the basis of the recommendations of the Committees.

The Audit Committee fulfills its missions exactly, with work based on the detailed information provided by the Company’s management. The balance between compliance and business issues is particularly appreciated. CSR topics and the monitoring of non-financial data are well addressed and will be strengthened.

The Compensation Committee is well prepared and the work is well anticipated. The members of this Committee have a good level of information to prepare recommendations, in particular comparable companies drawn up on the basis of a sample of companies adapted in size, organization, sector and challenges, as well as consolidated analyses on compensation in the SBF 120 and/or SBF 80. The alignment of compensation with the strategic objectives pursued is verified. The inclusion of quantifiable criteria related to the Company’s climate objectives, in particular the carbon neutrality strategy, is the subject of particular attention by the Committee (see paragraph 3.1.4).

The quality of the work of the Appointments and CSR Committee is highlighted, in particular the procedure for selecting new directors. CSR issues are now widely addressed and include the Company’s Climate and carbon neutrality strategy, the review of the Non-Financial Reporting Disclosure, the Group's Health and Safety policy, gender diversity within management bodies, for which Plastic Omnium is regularly recognized for its strong commitment, and diversity within the Group.

Directors emphasized the quality of information, which is provided in full and is detailed, and which is communicated to them before each meeting of the Board and committees and which promotes the quality of discussions. The digital platform is well used.

Directors considered that Board of Directors’ meeting agendas are adapted to the economic situation and cover all subjects. The in-depth presentation of revenue, the automotive market and new technologies allow directors to be immersed in the Plastic Omnium Group’s operational business.

Concerning acquisitions, the directors are satisfied with the way in which the discussions are presented and discussed in the Board. They are in line with the Group’s strategy. The Senior Executives listen to the opinions of the directors. The monitoring of acquisitions and the integration of acquired companies processed by the Audit Committee was greatly appreciated.

The directors do not consider it necessary to appoint a Lead Director, in light of the composition and functioning of the Board. This appointment would be of limited interest, as the directors wished to maintain a direct relationship with the Chairman and Senior Executives.

They also believe that the attention paid to conflicts of interest is well managed by the rules in force. They attach particular importance to the annual analysis of the independence of the directors and to the assessment made, since 2020, of agreements relating to ordinary operations and concluded under arm’s length conditions.

The current holding of one executive session per year is considered appropriate. An additional meeting on a specific subject may be held if several directors so request. 

In addition, points for improvement that had been identified by the Board of Directors in 2023 are being implemented, namely: the increasing importance given to climate challenges, the recruitment of independent directors ensuring a majority of independent directors on the Committees, notably on the Compensation Committee.

3.1.2.3Responsibilities and powers of the Board of Directors

Responsibilities of the Board

By virtue of the legal and regulatory provisions and of Article 11 of the bylaws, the Board of Directors sets the Group’s strategies and ensures their implementation in accordance with its corporate interest, taking into consideration social and environmental challenges. 

It also exercises the following powers:

Subject to the powers expressly conferred on Shareholders’ Meetings and within the limits of the Company’s objects, the Board examines any question in connection with the smooth running of the Company and through its deliberations settles matters concerning it. It is committed to promoting the long-term creation of value by the business.

The Board ensures that shareholders receive relevant and informative information on the Company’s strategy, development model and the account taken of the significant non-financial challenges facing the Company as well as its long-term outlook.

The Board of Directors carries out the controls and verifications that it deems necessary. The directors control the Company’s economic and financial management, they review and approve the broad lines of actions considered by the Senior Executives, which implement them.

To this end, the Board constantly seeks a working method which, while strictly complying with the law and regulations, is conducive to the conditions of good corporate governance.

The work of the Board of Directors is based on its Internal Rules, the last update of which was validated during the Board meeting of February 21, 2024, and which aim to supplement the legal, regulatory and statutory rules and the industry recommendations that the Board refers to.

Powers of the Board of Directors

The balance of powers within the Board of Directors is based mainly on its consistent and harmonious composition and on the qualities of its members. The diversity and complementarity of the directors’ experiences and expertise (entrepreneurial, international, financial, industrial, digital, etc.) enables quick and in-depth understanding of the challenges associated with the Plastic Omnium Group’s development.

The balance between long-serving, seasoned directors and those more recently appointed allows a new vision to be combined with the consistency of long-term decisions.

Senior Executives have the broadest powers to act under any circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers that the law expressly grants to Shareholders' Meetings and to the Board of Directors. The Internal Rules of the Board of Directors contain limits on their powers to take certain decisions which, on account of their purpose or their amount, are notably subject to the prior approval of the Board of Directors.

Thus, the Board of Directors must approve material transactions likely to affect the Group’s strategy or significantly change its financial structure or scope of businesses. These transactions are defined in point 5 of the Board of Directors' Internal Rules.

Each year, the Board authorizes the Senior Executives to issue sureties, endorsements and guarantees and to issue bonds in amounts for which the Board determines the total sum.

3.1.3Activities of the Board of Directors

During 2023, the Board of Directors met four times. The attendance rate at Board meetings was 97%. The attendance rate at the meetings of the Committees of the Board of Directors was 100%. The average individual attendance rate for Board of Directors’ and Committee meetings for 2023 is shown, for each director, in section 3.1.2.1.

The agenda of the Board of Directors is drawn up by the Chairman of the Board of Directors in consultation with the Chief Executive Officer.

The Board is regularly informed of the work of the various Committees by their Chairman and takes its decisions based on their recommendations.

In 2023, the Board’s activity mainly focused on the following topics:

Group strategic orientations and monitoring of its divisions

• operational implementation of new strategic orientations;
• the strategy for the development of hydrogen mobility and Plastic Omnium New Energies;
• the strategic outlook for the Clean Energy Systems division;
• research and innovation;
• the impact on the Group’s activities of changes in environmental laws and regulations;
• the review of the various issues relating to the Group’s industrial activities;
• the impact of increased production costs, particularly energy costs.

Investments and asset sales

• monitoring the acquisitions, their consolidation into the Group, the synergies developed, the implementation of the business plan and the value created for the Plastic Omnium Group;
• other investments, particularly in the Lighting division and operations;
• progress reports on ongoing projects.

Finance, audit and risks

• the approval of the statutory and consolidated financial statements, the proposed appropriation of net income and draft press releases;
• approval of management planning documents;
• approval of the 2024 budget and medium-term business plan;
• the analysis of the annual review of the Group’s risks, the assessment of internal control as well as the operations put in place to combat cyber-attacks and associated risks;
• the renewal of the annual authorizations granted to Senior Executives to issue bonds and to issue sureties, endorsements and guarantees;
• analysis of financial studies and analysts’ notes;
• the statement of asset impairments made in 2023;
• analysis of current agreements entered into during the year or in previous years, but which remained in force during the fiscal year;
• analysis of related-party agreements entered into and authorized during the fiscal year or during previous fiscal years, but which continued to be executed during the last fiscal year, or whose execution has not yet taken place at the time of the review;
• the reclassification or downgrading of any related-party agreement to a regulated agreement or a current agreement, as the case may be, in view of the qualification criteria defined by law, case law and professional organizations and used by the Group.

Governance, appointments and compensation

• the proper conduct of the Group’s governance;
• assessment by the Board of its own functioning and its development (without the presence of the executive corporate officers and directors belonging to the family group);
• the holding of shares by directors and changes in compensation rules;
• directors' compensation;
• performance share plans;
• the directors' compensation policy: the general principles for determining the compensation of executive corporate officers;
• preparation of the Combined General Meeting;
• the competence and independence of the directors in office;
• the appointment/cooptation of new members of the Board of Directors;
• the appointment of a new censor;
• the renewal and appointment of members of the Specialized committees.

Corporate social responsibility

• regular monitoring of CSR objectives for 2050: net zero emissions and climate strategy;
• review of the adequacy of investment projects with each of the Group’s CSR criteria, taking into consideration social, ethical and climate challenges;
• review of the Vigilance Plan drawn up by the operational departments;
• the Group’s diversity and gender balance policy;
• professional and salary policy;
• annual "health and safety" review.

3.1.4Activities of the Board of Directors’ Committees

Discussions and decisions of the Board of Directors are assisted by the work of its specialized 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.

The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors, and in their own domain. Committees do not have decision-making power.

The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments and CSR Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors.

To carry out their work, after having informed the Chairman of the Board of Directors 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 and CSR Committee and the Compensation Committee. Secretarial services for Board committees are provided by the Corporate Secretary.

Audit Committee

The Audit Committee is composed of three members: Lucie Maurel Aubert, Élisabeth Ourliac and Vincent Labruyère.

The Audit Committee met three times during fiscal year 2023 with a participation rate of 100%. The Statutory Auditors attended all meetings, as did the Group's Finance Department.

Principal missions

The principal missions of the Audit Committee are:

• monitoring the basis of preparation for the Group’s financial information;
• monitoring the legal audit of the annual 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 effectiveness of internal control and risk management systems and internal audit concerning the procedures relating to the preparation and processing of financial and non-financial accounting information put in place by Senior Executives that may have an impact on the financial statements;
• monitoring the Group’s major exposures and sensitivity to risks;
• monitoring and approval of the Group’s compliance program;
• 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;
• reviewing the main accounting options used, the significant off-balance sheet commitments as well as the financial position and the cash position;
• reviewing any proposed change in accounting standards or changes in accounting policies;
• reviewing matters likely to have a significant impact on the Group’s financial situation.

Main activities in 2023

The activities of the Audit Committee focused on the following topics:

• approval of the 2022 statutory and consolidated financial statements;
• review of interim statutory and consolidated financial statements at June 30, 2023;
• review of the Statutory Auditors’ reports on the statutory and consolidated financial statements;
• review of the Statutory Auditors' 2023 audit plan and the results of the audits carried out, their recommendations as well as the action to be taken as part of the statutory audit;
• estimates and forecasts at 2023 year-end;
• review of 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;
• implementation of the regular assessment procedure for current agreements entered into under normal conditions;
• review of the methods used and the results of asset impairment tests carried out in 2023;
• review of the audits carried out with regard to social, environmental and societal information;
• monitoring of internal audit activity including CSR commitments, the committee underlined the sharp increase in the workload conducted during the fiscal year and concluded that Internal Audit had carried out a detailed review of the key processes with exacting criteria;
• study and validation of the risk mapping and associated action plans, in particular environmental and IT risks, including the priority risk of cyber-attack and the review of the security system deployed within the Group;
• consolidation of companies acquired in 2022;
• monitoring of the business plan of the main acquisitions, goodwill and impairment;
• review of significant off-balance sheet commitments;
• review of the actions taken during the fiscal year to combat corruption and fraud;
• review of the report of the Board of Directors on corporate governance;
• information on legal risks and potential disputes and major facts that are likely to have a significant impact on the financial position of the Plastic Omnium Group;

Compensation Committee

The Compensation Committee is composed of three members: Alexandre Mérieux, Anne-Marie Couderc and Amandine Chaffois (director representing the employees).

The Compensation Committee met three times during fiscal year 2023 with a participation rate of 100%.

Principal missions

• drafting proposals for the compensation of the Chairman of the Board of Directors and executive corporate officers and conditions for the grant thereof;
• proposals for setting the variable portion for the executive corporate officers;
• proposals relating to the pension and insurance plans;
• fixing the overall amount of the compensation of directors to be submitted to the General Meeting of Shareholders and the distribution method;
• determining the incentive plan policy, mainly including free share award plans.

Main activities in 2023

• reviewing the fixed compensation and variable components of executive corporate officers and recommendations to the Board;
• analyzing the performance of executive corporate officers in 2022 and communicating to the Board a recommendation for annual variable compensation for 2022;
• reviewing the compensation policy applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director for the 2024 fiscal year;
• reviewing the structure of the executive corporate officers’ annual variable compensation and the targets set for 2024;
• analyzing and proposing free share award plan for 2023;
• analyzing and consideration of the structure of the executive corporate officers’ annual variable compensation and the targets for 2024;
• proposal to grant exceptional compensation to executive corporate officers, principle and amount;
• approval of the information given to shareholders in the annual report on the compensation of directors;
• preparing the draft resolutions presented to the General Meeting of Shareholders of April 26, 2023 (ex-ante vote on the compensation policy for 2023 and ex-post vote on the components of compensation paid to executive corporate officers in respect of 2022) and presentation of the criteria for the variable portion of compensation;
• executive corporate officers' pension: review of the situation of each executive corporate officer;
• breakdown of the amount allocated to directors and censors as compensation for their work on the Board of Directors and its committees: recommendation for the breakdown for 2023.

Appointments and CSR Committee

The Appointments and CSR Committee is composed of four members: Anne-Marie Couderc, Éliane Lemarié, Lucie Maurel Aubert and Virginie Fauvel.

The Appointments and CSR Committee met three times in fiscal year 2023 with a participation rate of 100%.

Principal missions

• consideration and recommendations to the Board regarding procedures for the exercise of powers by Senior Executives;
• opinion on the proposal of the Chief Executive Officer for the appointment of Managing Directors;
• recommendation for new directors to the Board;
• examination of the qualification of independent directors, reviewed by the Board of Directors every year;
• verification of the proper application of the Corporate Governance Code referred to by the Company;
• discussion on issues pertaining to the governance related to the working and organization of the Board;
• preparation of succession plans for executive corporate officers in the event of unforeseen vacancies;
• assessment of risks and opportunities in terms of societal and environmental performance;
• the integration of the Group’s commitments in terms of sustainability, with regard to the challenges specific to its activities and its objectives;
• analysis of non-financial information reporting;
• review of the non-financial reporting disclosure;
• review of risks and opportunities related to climate change, monitoring of the Group’s consideration of non-financial challenges and long-term prospects, in particular through the setting of non-financial objectives;
• monitoring of the Group’s level with respect to non-financial compliance and corporate social responsibility.

Main activities in 2023

• examination of the succession plans for executive corporate officers with a view to ensuring the continuity of Senior Executives’ work;
• proposal to reappoint Ms. Félicie Burelle as Managing Director;
• proposals submitted for approval to the General Meeting of Shareholders of April 26, 2023: recording of the non-renewal of the term of office of Ms. Anne Asensio, ratification of the co-option of Ms. Élisabeth Ourliac as a director, renewal of the terms of office as a director of Ms. Félicie Burelle, Ms. Cécile Moutet and Mr. Vincent Labruyère, appointment of Ms. Virginie Fauvel as a director;
• proposed appointment of Prof. Dr. Bernd Gottschalk as censor in accordance with the Internal Rules of the Board;
• proposal to co-opt Mr. Gonzalve Bich as a director;
• review of the status of each director with regard to conflict of interest obligations;
• review of the independence of each director with respect to the criteria listed in the AFEP-MEDEF Code;
• review of the report of the Board of Directors on corporate governance;
• determination of the methods for the Board of Director’s annual assessment;
• review of the latest initiatives in terms of sustainable development and the Non-Financial Reporting Disclosure, impacts of the taxonomy;
• monitoring of CSR objectives and their deployment, in particular the roadmap for carbon neutrality presented by Senior Executives and validated by the Board of Directors, and the use of green electricity;
• focus on the Group’s workplace Health and Safety plan;
• analysis of the actions taken to ensure gender balance, diversity and inclusion;
• review of the Group’s CSR performance.

3.2Compensation of members of the Board of Directors and executive corporate officers

3.2.1COMPENSATION of directors in 2023

The information in this paragraph relating to the compensation of the directors of Compagnie Plastic Omnium SE (directors and executive corporate officers), required by Articles L. 22-10-9 and L. 22-10-34 II and III of the French Commercial Code, is submitted for approval to the General Meeting of Shareholders of April 24, 2024.

3.2.1.1Compensation paid or awarded to directors and censorS during fiscal year 2023

A total amount of €882,353, within the limits of the budget of €900,000 approved by the General Meeting of Shareholders of April 21, 2022, was distributed to directors and the censors in respect of fiscal year 2023, for a total of four meetings of the Board of Directors and nine Committee meetings.

The attendance rate at meetings for 2023 was 97% for the Board of Directors and 100% for each of the Committees.

Amount of compensation paid (in euros)

3.2.1.2Compensation paid or awarded to executive corporate officers in respect of fiscal year 2023

This report, prepared by the Board of Directors, upon the proposal of the Compensation Committee, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, presents the total compensation and all benefits in kind paid during fiscal year 2023 to executive corporate officers. It describes and distinguishes between the fixed, variable and exceptional elements that make up that compensation and those benefits as well as the criteria used to calculate them or the circumstances giving rise to them.

In accordance with the provisions of the AFEP-MEDEF Code, compensation paid to executive corporate officers is defined by the Board of Directors based on the proposal of the Compensation Committee. It is presented at the Annual General Meeting of Shareholders and subject to a binding vote in accordance with Articles L. 22-10-8 and L. 22-10-34 of the French Commercial Code. The compensation policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, it proposes a compensation policy in line with the corporate interest and the practices of comparable international groups for similar positions based on a benchmark including CAC 40 and SBF 120 companies. In addition, variable and long-term compensation, when it applies, depends predominantly on quantitative criteria, including for climate-related criteria or, more broadly, on ESG ambitions, which form a significant part of the criteria for these two types of compensation.

In accordance with the recommendations of Article 25.2 of the AFEP-MEDEF Code, the Chairman of the Board of Directors, who is a non-executive corporate officer, does not receive any variable compensation linked to the Company’s performance.

The compensation of other executive corporate officers includes:

• a fixed annual compensation;
• a variable portion balanced in relation to total compensation, the purpose of which is to reflect the personal contribution of the executive corporate officer to the development of the Group and the improvement of its results;
• a long-term incentive portion subject to performance conditions.

Strict performance criteria are set for both the variable portion and the long-term incentive portion and maintain a link between the Group’s sustainable performance and executive compensation, thus contributing to the Company’s strategy and sustainability.

The compensation policies applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Managing Director, from 2023, are discussed in section 3.2.2.

3.2.1.2.1Fixed compensation - In respect of fiscal year 2023

Mr. Laurent Burelle, Chairman of the Board of Directors, received an annual fixed compensation of €950,000.

The fixed annual compensation of Mr. Laurent Favre, Chief Executive Officer, amounted to €1,100,900 for the 2023 fiscal year. In addition to this annual fixed compensation, an annual benefit in kind is valued at €20,860.

The annual fixed compensation of Ms. Félicie Burelle, Managing Director, amounted to €750,900 for the period in question, plus an annual benefit in kind valued at an amount of €12,129.

3.2.1.2.2Variable compensation

It should be noted that Mr. Laurent Burelle, Chairman of the Board of Directors, does not receive any variable compensation for his duties.

Variable compensation of Mr. Laurent Favre for the 2023 fiscal year

The structure of the annual variable compensation of Mr. Laurent Favre paid in 2024 in respect of 2023 amounts to €1,200,000 if the objectives are 100% achieved. It can vary between 80% and 120% of this amount, depending on the achievement of the targets set by the Board of Directors. The variable compensation can thus vary between €960,000 if the criteria are 80% achieved and €1,440,000 if the criteria are 120% achieved.

On December 7, 2022, the Board of Directors set the variable compensation criteria applicable for 2023 and their respective weightings. Financial criteria represent 70% of the variable compensation and non-financial criteria 30%. The financial criteria are directly correlated with the Company’s economic performance indicators; the change in cash-flow, net earnings per share, operating profit and debt reduction.

On February 21, 2024, the Board of Directors assessed the performance of Mr. Laurent Favre, based on the recommendations of the Compensation Committee. The achievement rate is 110%, i.e. an achievement rate of 107% for financial criteria and 116.25% for non-financial and qualitative criteria.

It was therefore decided to allocate to Mr. Laurent Favre an amount of €1,320,000  in respect of the annual variable compensation for 2023.

2023 financial objectives (70% of total annual variable compensation)

2023 non-financial objectives (30% of total annual variable compensation)

Table of performance indicators for non-financial objectives for 2023

The Board of Directors' meeting of February 21, 2024 used the following indicators and achievements, examined by the Compensation Committee, to determine the level of achievement by Mr. Laurent Favre of the non-financial and qualitative objectives for 2023.

The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined.

The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%. 

The amount of the variable portion for fiscal year 2023 is therefore €1,320,000. It will only be paid to Mr. Laurent Favre if the shareholders vote in favor at the General Meeting of Shareholders of April 24, 2024.

Variable compensation of Ms. Félicie Burelle in respect of fiscal year 2023

The structure of the annual variable compensation of Ms. Félicie Burelle paid in 2024 in respect of 2023 amounts to €750,000 if the objectives are achieved at 100%. It can vary between 80% and 120% of this amount, depending on the achievement of the objectives set by the Board of Directors. The variable compensation can thus vary between €600,000 if the criteria are 80% achieved and €900,000 if the criteria are 120% achieved.

On December 7, 2022, the Board of Directors set the variable compensation criteria applicable for 2023 and their respective weightings. Financial criteria represent 70% of the variable compensation and non-financial criteria 30%. The financial criteria are directly correlated with the Company’s economic performance indicators: the change in cash-flow, net earnings per share, operating profit and debt reduction.

On February 21, 2024, the Board of Directors assessed the performance of Ms. Félicie Burelle, based on the recommendations of the Compensation Committee. The achievement rate is 110%, i.e. an achievement rate of 107% for financial criteria and 116.25% for non-financial and qualitative criteria.

It was therefore decided to allocate to Ms. Félicie Burelle an amount of €825,000 in respect of the annual variable compensation for 2023.

2023 financial objectives (70% of total annual variable compensation)

2023 non-financial objectives (30% of total annual variable compensation)

Table of performance indicators for non-financial objectives for 2023

The Board of Directors' meeting of February 21, 2024 used the following indicators and achievements, examined by the Compensation Committee, to determine the level of achievement by Ms. Félicie Burelle of the non-financial and qualitative objectives for 2023.

The proportion of quantitative elements included in the composition of the ESG criterion represents 53% of the total weighting defined at 15%, i.e. a sub-weighting of 8% out of the total 15% thus defined.

The quantifiable part of the criteria therefore represents 78% and the qualitative part 22%.

The amount of the variable portion for fiscal year 2023 is therefore €825,000. It will only be paid to Ms. Félicie Burelle subject to the favorable vote of the shareholders at the General Meeting of Shareholders of April 24, 2024.

3.2.1.2.3 Exceptional compensation

The Compensation Committee, in light of the fact that the AFEP-MEDEF Code provides for the possibility of exceptional compensation for executive corporate officers under special circumstances, for example due to the importance of the special circumstances for the Company, the involvement they require and the difficulties they present, recommended that the Board of Directors grant exceptional compensation to the executive corporate officers.

The Compensation Committee is convinced that during the first half of 2023, several results were obtained thanks to the active involvement of Plastic Omnium’s executive corporate officers, Mr. Laurent Favre and Ms. Félicie Burelle, and despite the difficulties relative to the market. The record level reached by the number of orders recorded and significantly exceeding forecasts, excellence in the management of inflation with customers, and the accelerated turnaround of the Lighting division, are actions attributable to the first half of 2023 and implemented despite considerable difficulties requiring the unwavering involvement of Mr. Laurent Favre and Ms. Félicie Burelle.

On the recommendation of the Compensation Committee, the Board of Directors of July 21, 2023 decided to award Mr. Laurent Favre exceptional compensation of €150,000.

On the recommendation of the Compensation Committee, the Board of Directors of July 21, 2023 decided to award Ms. Félicie Burelle exceptional gross compensation of €75,000.

3.2.1.2.4Incentive compensation

The Compensation Committee, in accordance with the recommendations of the AFEP-MEDEF Code, which aim to ensure the long-term action of senior managers, has recommended to the Board of Directors that incentive compensation awarded to the executive corporate officers should be subject to strict performance conditions comparable to those of other beneficiaries.

Performance shares in respect of 2023

Mr. Laurent Burelle was not granted any performance shares in respect of 2023 in accordance with the compensation policy which stipulates that the compensation of the Chairman of the Board of Directors does not include any annual variable compensation or any long-term incentive scheme.

On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2023 decided, in accordance with the delegation granted by the Combined General Meeting of April 21, 2022, to award 55,215 performance shares to Mr. Laurent Favre in respect of fiscal year 2023. The performance shares granted in respect of 2023 were valued at €14 per share on the grant date, i.e. a total amount of €773,010.

On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2023 decided, in accordance with the delegation granted by the Combined General Meeting of April 21, 2022, to award 36,810 performance shares to Ms. Félicie Burelle in respect of fiscal year 2023. The performance shares granted in respect of 2023 were valued at €14 per share on the grant date, i.e. a total amount of €515,340.

The detailed characteristics and performance conditions of this performance share plan are set out in section 3.2.3.

Performance shares in respect of 2024

On the recommendation of the Compensation Committee, the Board of Directors' meeting of February 21, 2024 maintained unchanged the policy for allocating performance shares to executive corporate officers. Under this policy set out in section 3.2.2.2., the number of performance shares that would be granted to Mr. Laurent Favre represents a value of €900,000 and the number of performance shares that would be granted to Ms. Félicie Burelle represents a value of €600,000.

Like all components of their compensation, the grant in respect of fiscal year 2024 will be subject to the approval of the General Meeting of Shareholders to be held in 2025.

3.2.1.2.5Pension plan

Burelle SA and Plastic Omnium Gestion, a subsidiary of Compagnie Plastic Omnium SE, have set up supplementary pension plans for some of their employees and executive corporate officers.

Plans implemented in December 2003

These are defined-benefit plans (Article 39 of the French General Tax Code), the rights of which are subject to the completion of the career of each participant in the Group. These plans fall under Article L. 137-11 of the French Social Security Code and have been declared to the URSSAF under the option Tax at 24% on contributions to the insurance contract.

In accordance with the provisions of Order no. 2019-697 of July 3, 2019, these plans were closed to new members as of July 4, 2019 and frozen from January 1, 2020. In December 2021, the new plans in accordance with Article L. 137-11-2 of the French Social Security Code, described below, were set up, the Board of Directors having authorized these plans.

Plans implemented in December 2021

Following the closure and freezing of the defined-benefit plans described above (Article L. 137-11), defined-benefit pension plans were put in place by Burelle SA and Plastic Omnium Gestion at the end of 2021 with a retroactive effective date of January 1, 2020.

These pension plans, which fall under the certain rights regimes, in which pension rights are not conditional upon the completion of the employee's career with the Group, are covered by Article L. 137-11-2 of the French Social Security Code.

The beneficiaries of these plans are employees of Burelle SA and Plastic Omnium Gestion whose employment corresponds to coefficient 940 of the National Collective Agreement for the Plastics Industry, subject to being under the age of 60 on January 1, 2020 and being more than two years from the minimum retirement age for social security pensions referred to in Article L. 161-17-2 of the French Social Security Code (i.e. as at this date, 62 years old). Directors may benefit from this supplementary pension plan provided they comply with the provisions of Articles L. 22-10-8 and R. 22-10-14, II of the French Commercial Code.

For directors and employees whose compensation, within the meaning of Article L. 242-1 of the French Social Security Code, is greater than eight times the amount of the social security ceiling, the acquisition of annual rights is subject to compliance with performance conditions as defined in the regulations of the said plan.

The plans are fully funded by Burelle SA and Plastic Omnium Gestion, which took out an insurance policy on December 1, 2021, meeting the requirements of securing, on the one hand, rights currently vesting, and on the other hand, annuities paid out, under European Union law.

The main features of these two plans are presented in the table below.