Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive directors PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 111 CORPORATE OFFICER 3.2.2 COMPENSATION POLICY The compensation policies for corporate officers below will be submitted for approval to the Combined Shareholders’ Meeting to be held on April 22, 2021, in accordance with Article L. 22-10-8 of the French Commercial Code. DIRECTORS’ COMPENSATION POLICY 3.2.2.1 Upon a proposal from the Board of Directors, the Shareholders’ Meeting sets the overall budget amount for the annual compensation of corporate officers for their work on the Board of Directors and the committees, to be distributed to each corporate officer. On the recommendation of the Compensation Committee, the Board of Directors approved the rules for distributing this annual budget according to an individual compensation distribution system based on attendance by directors at meetings of the Board of Directors and those of its committees, in accordance with Article 21.1 of the AFEP-MEDEF Code. The distribution rules are set out below. The Board of Directors decided to maintain the overall amount of compensation allocated to the corporate officers at €790,000, as of January 1, 2021. In its meeting on February 17, 2021, the Board of Directors defined the compensation distribution for corporate officers as follows: Board of Directors Per Board meeting Chairman of the Board €4,200 Director and Censor €2,000 Review committees Per meeting of each committee Chairman €3,800 Member €3,000 The balance shared between the corporate officers based on their attendance at Board of Directors meetings. COMPENSATION POLICY FOR EXECUTIVE 3.2.2.2 DIRECTORS Fundamental principles for determining the compensation of executive directors Competitive compensation compared to a consistent and stable reference The compensation of executive directors must reflect the company's strategy and be competitive in order to attract, motivate and retain the best talents in the highest positions of the Company. This compensation is assessed on an overall basis, by taking into account all of its components. The fixed portion is defined according to the role, experience and reference market of the executive director, having regard in particular to the compensation granted to executive directors of groups similar in size and development are comparable to that of the Plastic Omnium Group. It is set by the Board of Directors, on the proposal of the Appointments Committee. The annual bonus is intended to reflect the senior executive’s personal contribution to the development of the Group and the improvement of its results. It is balanced with respect to the fixed portion decided by the Board of Directors and is between 0% and 120% of the fixed portion depending on whether or not previously set targets have been achieved or exceeded. To assess the competitiveness of this compensation, a consistent and stable reference panel is defined by the Compensation Committee. It is made up of French and international companies with a significant global position. These companies are located in similar markets by being in the automotive sector, direct competitors of the Plastic Omnium Group, or operate in the broader automotive industry, for all or part of their business. It is reviewed each year by the Compensation Committee in order to verify its relevance and is subject to change, in particular to take into account changes in the structure or business of the companies selected. Compensation in line with corporate interests The Board of Directors has established the compensation policy applicable to executive directors in the interests of the Company, in order to ensure the Company’s long-term sustainability and development. The compensation policy applied to executive directors is directly linked to the Group’s strategy. It promotes harmonious, regular and sustainable growth, both in the short and long term. The aim of the Board of Directors is to encourage Senior Management to maximize the performance of each fiscal year and also ensure its repetition and regularity. The Board of Directors chooses to directly correlate the performance of the executive corporate officer with that of the Company. These performance criteria make it possible to assess the Plastic Omnium Group’s performance through internal performance indicators and external growth indicators. The objectives selected generate long-term value. The choice of various operational financial criteria aims to encourage balanced and sustainable growth.