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 89 No conviction or incrimination of corporate officers (Article 12.1 of the annex) To the Company’s knowledge, none of its directors has been convicted of fraud, none has been involved as a corporate officer in a bankruptcy, receivership or liquidation in the past five years, and none has been the subject of any official charges or public sanctions pronounced by a statutory or regulatory authority, including the appointed professional entities. None of the members of the Board of Directors has been disqualified by a court from acting as a member of a governing, administrative or supervisory body of an issuer, or from taking part in the management or business of an issuer during the past five years. Potential conflicts of interest between the duties of the corporate officers vis-à-vis Compagnie Plastic Omnium SE and their personal interests and/or other duties (Articles 12.2 and 16.3 of the annex) The method for the organization and working of the Board of Directors of the Compagnie Plastic Omnium SE enables it, where applicable, to prevent any misuse of control by a shareholder, largely due to the presence of six independent directors within the Company. Information on service contracts with members of the governing bodies (Article 12.2 of the annex) No corporate officer 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. Based on legal texts, regulations and market recommendations, Compagnie Plastic Omnium SE’s Stock Exchange Ethics Charter reiterates that privileged information must be transmitted and used only strictly within the framework provided for by the law and regulations. This Charter was revised and adopted by the Board of Directors at its meeting of October 20, 2020. Privileged information is specific non-public information which, if it were to be made public, could have an appreciable influence on the share price. This privileged 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. financial transactions carried out on Plastic Omnium’s securities in the stock exchange and points out that misconduct in this regard 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 state the Board members’ obligation to respect the terms of the charter. This charter requires the exercise of great caution, where the person with inside information is carrying out financial transactions or is having In the meeting of the Board of Directors of December 11, 2020, each director received the schedule of closed periods for 2021 outside of which they may trade in Plastic Omnium shares. Furthermore, the directors notify the AMF (Financial Markets Authority) of each transaction carried out by them or by their relatives involving Plastic Omnium securities. (see section 3.2.5 – Summary of transactions carried out in 2020 in Plastic Omnium shares by corporate officers). They are periodically reminded of this obligation by the Company. INDEPENDENT DIRECTORS 3.1.1.5 Article 4.6 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. The process of assessing the independence of directors was examined by the Appointments Committee in its meeting of February 15, 2021 and then by the Board of Directors in its meeting of February 17, 2021. These bodies examined case by case the position of each Board member concerned with regard to the independence criteria set out in the AFEP-MEDEF Code. At December 31, 2020, apart from Laurent Favre and Félicie Burelle, executive directors, who were executive directors, the following directors cannot be considered as independent: Mr. Laurent Burelle, Ms. Éliane Lemarié, permanent representative of ● Burelle SA, itself a director, Mr. Paul Henry Lemarié and Ms. Cécile Moutet, directors with family ties to one of the executive directors; Mr. Vincent Labruyère and Mr. Jérôme Gallot, because of their length of ● service as directors of Compagnie Plastic Omnium SE, amounting to 18 and 14 years respectively; Ms. Amandine Chaffois and Mr. Ireneusz Karolak, directors ● representing the employees, in accordance with the provisions of Articles L. 22-10-6 et seq . of the French Commercial Code. At December 31, 2020, six directors were considered as independent, giving a percentage of 40% of independent directors, in accordance with the provisions of the AFEP-MEDEF Code recommending, for listed companies controlled, a minimum of one third independent directors, the number of directors representing the employees not being counted in establishing the percentage of independent directors.