Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 87 CHANGES IN THE TERMS OF OFFICE 3.1.1.3 AND POSITIONS OF THE BOARD OF DIRECTORS Changes in 2020 Renewal of the terms of office as director of Ms. Félicie Burelle, Ms. Anne Asensio, Ms. Cécile Moutet and Mr. Vincent Labruyère The Shareholders’ Meeting of April 23, 2020 renewed, for a period of three years, the terms of office of Ms. Félicie Burelle, director of Compagnie Plastic Omnium SE since 2017, Ms. Anne Asensio, director of Compagnie Plastic Omnium SE since 2011, Ms. Cécile Moutet director of Compagnie Plastic Omnium SE since 2017 and Mr. Vincent Labruyère, director of Compagnie Plastic Omnium SE since 2002. Ratification of the co-option of a director: Mr. Laurent Favre The Shareholders’ Meeting of April 23, 2020 ratified the co-option by the Board of Directors of Laurent Favre as a director for the remainder of his predecessor’s term, i.e. until the Shareholders’ Meeting called to approve the financial statements for the fiscal year 2020. Changes to the composition of the Board of Directors in 2021 The terms of office of Mr. Laurent Burelle, Mr. Laurent Favre, Burelle SA represented by Ms. Éliane Lemarié, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert, Mr. Jean Burelle, Mr. Jérôme Gallot, Mr. Bernd Gottschalk, Mr. Paul Henry Lemarié and Mr. Alexandre Mérieux will expire at the end of the Shareholders’ Meeting of April 22, 2021. Non-renewal of expiring terms of office In accordance with the provisions of the Internal Rules of the Board of ● Directors, the term of office of Mr. Jean Burelle cannot be renewed. Mr. Laurent Burelle expressed the Board’s deep gratitude to Mr. Jean Burelle for his major contribution to the work of the Board over the years, underlining the longstanding and deep attachment of Mr. Jean Burelle to the Plastic Omnium Group. Pursuant to Article 17 of the bylaws of Compagnie Plastic Omnium SE, the Board of Directors of February 17, 2021 appointed Mr. Jean Burelle as a censor. Mr. Jérôme Gallot, a director of Compagnie Plastic Omnium SE since ● 2006, informed the Board of Directors that he did not wish to seek the renewal of his term of office. The Board wished to express its gratitude to Jérôme Gallot for the quality of his contribution during his 14 years as a director. The Board thanked Jérôme Gallot for his commitment, his full freedom of opinion and his involvement in the Board’s discussions. Renewal of directors' terms of office On the recommendation of the Appointments Committee, it is proposed to renew, for a period of three years, the terms of office of Mr. Laurent Burelle, Mr. Laurent Favre, Burelle SA represented by Ms. Éliane Lemarié, Ms. Anne-Marie Couderc, Ms. Lucie Maurel Aubert, Prof. Dr. Bernd Gottschalk, Mr. Paul Henry Lemarié and Mr. Alexandre Mérieux. Mr. Laurent Burelle has been a director of Compagnie Plastic ● Omnium SE since 1981. After being appointed Chairman and Chief Executive Officer of Compagnie Plastic Omnium SE in July 2001, Mr. Laurent Burelle is currently Chairman of the Board of Directors following the split of the functions of Chairman of the Board of Directors and Chief Executive Officer. Mr. Laurent Burelle has also been Chairman and Chief Executive Officer of Burelle SA since 2019 and Chairman of AFEP (French Association of Private Companies) since 2017. Mr. Laurent Burelle makes a major contribution to the work of the Board of Directors through his strategic vision, in-depth knowledge of the Company, his constant concern for preserving its values and his very strong attachment to the Company. Over the forty years of his term as director, Mr. Laurent Burelle’s attendance at Board of Directors meetings was 100%. Mr. Laurent Favre has been a director of Compagnie Plastic ● Omnium SE since 2020. Mr. Laurent Favre has held various positions of responsibility in leading German companies and OEMs, including the company Benteler, where he was Chief Executive Officer of the Automotive Division. He is currently Chief Executive Officer of Compagnie Plastic Omnium SE. Mr. Laurent Favre brings to the Board his knowledge of industrial challenges in the automotive sector, his diversified experience acquired in Germany and his strategic vision focused on innovation. Since the beginning of his term as director, Mr. Laurent Favre’s attendance at Board of Directors meetings was 100%. Ms. Éliane Lemarié has been permanent representative of Burelle SA ● since 2009 and member of the Appointments Committee since 2014. Ms. Éliane Lemarié has devoted her professional career to corporate information and communication. She founded and developed IRMA Communication, a corporate communication consultancy with a client roster of French and international companies listed in Paris, New York and Mumbai, serving as Chairman and Chief Executive Officer until 2010. Ms. Éliane Lemarié is very committed to the work of the Appointments Committee and the Board, to which she brings her experience in communication of listed companies, her entrepreneurial vision and her particular attention to the company's social responsibility challenges. Over the eleven years as permanent representative of Burelle SA, Ms. Éliane Lemarié’s attendance was 100% for Board of Directors meetings and 100% for the Appointments Committee of which she is a member. Ms. Anne-Marie Couderc has been a director of Compagnie Plastic ● Omnium SE since 2010. She has chaired the Appointments Committee since 2014 and the Compensation Committee since 2014. After having been appointed Secretary of State to the Prime Minister, in charge of employment in Alain Juppé’s first government, then Minister Delegate to the Minister of Labor and Social Affairs in his second government, Ms. Anne-Marie Couderc joined the Hachette Filippachi press group and was appointed Chief Executive Officer of the French news magazine. Ms. Anne-Marie Couderc then became non-executive Chairwoman of the Air France-KLM Group and of the Board of Directors of Air France, Chairman of the Nomination and Governance Committee and member of the Audit Committee of the same Group.