Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 112 These objectives must also encourage the executive corporate officer to adapt the Group’s strategy to the transformations of the automotive industry, in particular the digital transformation and the shift in consumption habits towards less carbon-intensive mobility. The compensation of executive directors must include a predominant quantitative subject to performance conditions with assessment periods adapted to the horizon of each of these objectives. Compensation incorporating sustainability commitments Compensation must promote steady growth in accordance with the Group’s commitments in terms of ethics and respectful of the environment in which the Group operates. The annual bonus includes non-financial criteria, in particular environmental, societal and human resources criteria, including in terms of gender balance. These criteria are assessed each year from a long-term perspective. Process for decision-making, reviewing and implementing the compensation of executive directors Compensation is defined in such a way as to ensure the proper application of the policy and rules set by the Board of Directors. The latter is based on the work and recommendations of the Compensation Committee, composed of three independent directors. The committee has the information it needs to prepare its recommendations and, in particular, to assess the performance of the executive directors with regard to the Group’s short, medium and long-term objectives. Information from the Compensation Committee This information enables it to assess the performance of the Group and its executive officers, both economically and in non-financial matters. The annual, economic and financial results of the Group are presented each year to the Compensation Committee in February and serve as a basis to assess the financial performance criteria for the bonus of executive directors. The principles of the Human Resources policy are regularly presented to the members of this committee or at Board meetings. The directors are therefore able to verify the consistency between the compensation of the executive directors and the compensation and employment conditions of the Group’s employees. The Chairwoman of the Compensation Committee also chairs the Appointments Committee, which provides her with a cross-company perspective on the various subjects required to assess performance. The committee may also deepen its assessment of the Company’s performance by contacting the Group’s main executives, after having informed Senior management. Recommendations are made to the Board of Directors on this basis, which then makes collegial decisions regarding the compensation of executive directors. Analysis of the recommendations of the regulatory authorities The Compensation Committee carefully analyzes the texts and reports on the compensation of executive directors, in particular the report on corporate governance and the compensation of the executives of listed companies of the French Financial Markets Authority, as well as the report of the High Authority on Corporate Governance. It is attentive to the observations of investors and strives to take them into account, while maintaining the consistency of the compensation policy decided by the Board of Directors and subject to the constraints related to the confidentiality of information. Conditions for exemptions from the compensation policy in the event of exceptional circumstances Article L. 22-10-8 of the French Commercial Code and the order of November 27, 2019, issued in application of the Pacte law, give companies the chance to include in their compensation policy any exemptions in the event of exceptional circumstances. In this context, the Board of Directors of Compagnie Plastic Omnium SE, on the proposal of the Compensation Committee, may decide to amend the compensation policy in the event of exceptional circumstances resulting in particular from a significant change in the scope of the Group following a merger transaction, a sale, acquisition, or creation of a significant new business, a change in accounting method or a major event affecting the markets or the Group's business segment. These components would be submitted to the shareholders for approval at the next Shareholders' Meeting. Fixed and variable compensation policy and the grant of performance shares Compensation policy for the Chairman of the Board of Directors for 2021 The compensation of the Chairman of the Board of Directors consists of a fixed annual compensation. It does not include any annual or multi-year variable compensation or any long-term incentive plan. The annual fixed compensation amounts to €950,000. The Chairman of the Board of Directors also receives compensation for his office as director in particular, the digital transformation and the shift in consumption habits towards less carbon-intensive mobility. He benefits from insurance cover and healthcare costs.