Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Composition and conditions for the preparation and organization of the work of the Board of Directors www.plasticomnium.com PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 88 Ms. Anne-Marie Couderc is also very committed to the work of the Appointments Committee and the Compensation Committee, which she chairs, and brings to the Board her experience as a general manager in the industry sector as well as her legal expertise. Over the ten years of her term as a director, Anne-Marie Couderc’s attendance rate was 100% for Board of Directors meetings and 100% for the Appointments Committee as well as the Audit Committee which she chairs. Ms. Lucie Maurel Aubert has been a director of Compagnie Plastic ● Omnium SE since 2015. She has been a member of the Audit Committee since 2018 and of the Appointments Committee since 2019. A business lawyer at Gide Loyrette Nouel for 15 years, Ms. Lucie Maurel Aubert has been Vice-Chairwoman of Rothschild Martin Maurel Associés since July 2017. She brings to the Board her professional experience acquired in a leading law firm as well as her professional expertise in banking and also legal matters. Over the five years of her term as a director, Mrs. Lucie Maurel Aubert’s attendance at Board of Directors meetings was 100% and 100% for the Audit Committee, as well as the Appointments Committee of which she is a member. Prof. Dr. Bernd Gottschalk has been a director of Compagnie Plastic ● Omnium SE since 2009. He has been a member of the Compensation Committee since 2014. Of German nationality, Prof. Dr. Bernd Gottschalk began his career within the Daimler AG Group in the field of Finance, going on to become Plant Manager and then Chairman of Mercedes-Benz do Brasil. In 1997, Prof. Dr Berndt 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. Prof. Dr. Bernd Gottschalk brings to the work of the Compensation Committee and the Board his knowledge of finance, the automotive industry and his international experience acquired within the Daimler Group. Over the eleven years of his term as director, Prof. Dr. Bernd Gottschalk’s attendance was 90% for Board meetings and 90% for the Compensation Committee of which he is a member. Mr. Paul Henry Lemarié has been a director of Compagnie Plastic ● Omnium SE since 1987. Mr. Paul Henry Lemarié joined the Plastic Omnium Group in 1980 as director of the 3P – High-Performance Plastic Products Division. In 1985, he became Chairman of the Automotive Division. He was Chief Operating Officer of Compagnie Plastic Omnium SE until 2019. Mr. Paul Henry Lemarié is currently Chief Operating Officer of Burelle SA and Burelle Participations. Mr. Paul Henry Lemarié brings to the Board his longstanding attachment to the Company, his skills regarding innovation and in long-term finance and his international outlook. Over the thirty-three years of his term as director, Mr. Paul Henry Lemarié’s attendance at meetings of the Board of Directors was 100%. Mr. Alexandre Mérieux has been a director of Compagnie Plastic ● Omnium SE since 2018. Mr. Alexandre Mérieux graduated from the University of Lyon with a degree in biology and from HEC Montreal Business School. Chairman and Chief Executive Officer of bioMérieux since December 2017, Alexandre Mérieux is also Vice-Chairman of the Institut Mérieux and Chairman of Mérieux Développement. He also chairs the Board of Directors at Mérieux NutriSciences. Mr. Alexandre Mérieux brings to the Board his experience in general management, his skills in Research and Development, as well as strategy and innovation. Over the two years of his term as a director, Mr. Alexandre Mérieux’s attendance at Board meetings was 93%. RESPONSIBLE DIRECTORS 3.1.1.4 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 are subject to compliance with the rules applicable to the situation of conflict of interest and stock exchange Code of Ethics. 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 4.2 of its Internal Rules. Beyond the provisions of the French Commercial Code applicable to related-party agreements, the Board’s Internal Rules provide that each director must inform the Board of any conflict that might exist between his or her interests and those of the Company and of any conflict of interest in which he or she might be involved directly or indirectly and, if involvement in such conflict cannot be avoided, must refrain from participating in the discussions and decisions on the matters concerned. On the basis of the declarations prepared by each director in application of the European delegated regulation no. 2019/980 supplementing regulation 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 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 relating to the corporate officers referred to in Annex 1 of the Delegated European regulation no. 2019/980 Existing family ties between corporate officers (Article 12.1 of the annex) Mr. Laurent Burelle, Jean Burelle and Ms. Éliane Lemarié are brother 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.