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 91 At December 31, 2020, six of the fifteen members of the Board of Directors (excluding directors representing the employees) were classed as independent (40% of the Board of Directors): Ms. Anne Asensio; ● Ms. Anne-Marie Couderc; ● Prof. Dr. Bernd Gottschalk; ● Ms. Lucie Maurel-Aubert; ● Mr. Alexandre Mérieux; ● Ms. Amélie Oudéa-Castéra. ● MULTIPLE DIRECTORSHIPS HELD 3.1.1.6 BY DIRECTORS The number of corporate offices held by directors in companies outside the Group, including international companies, was assessed at February 17, 2021 in accordance with the recommendations of the AFEP-MEDEF Code according to which “ executive directors must not hold more than two other directorships in listed companies outside their group, including international companies […]. Directors must not hold more than four other corporate offices in listed companies outside their group, including international companies. ” Number of corporate offices in listed companies external to the Group (1) Compliance with the AFEP-MEDEF Code criteria Mr. Laurent Burelle 1 Mr. Laurent Favre 0 Ms. Félicie Burelle 1 Mr. Jean Burelle 1 Ms. Anne Asensio 1 Ms. Anne-Marie Couderc 1 Mr. Jérôme Gallot 1 Prof. Dr. Bernd Gottschalk 2 Mr. Vincent Labruyère 0 Mr. Paul Henry Lemarié 1 Ms. Éliane Lemarié 1 Ms. Lucie Maurel-Aubert 0 Mr. Alexandre Mérieux 1 Ms. Cécile Moutet 0 Ms. Amélie Oudéa-Castéra 1 Ms. Amandine Chaffois 0 Mr. Ireneusz Karolak 0 According to the AFEP-MEDEF Code criteria. (1) CONDITIONS FOR THE 3.1.2 PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS POWERS OF THE BOARD OF DIRECTORS 3.1.2.1 taking into due consideration the social and environmental implications of its activities. The Board ensures that shareholders receive relevant and informative information on the Company’s strategy, development model and the account taken of the significant non-financial issues for the Company as well as its long-term outlook. The Board of Directors carries out the controls and verifications that it deems necessary. The directors control the Company's economic and financial management, they review and approve the broad lines of actions considered by the Senior management, which implements them. By virtue of the legal and regulatory provisions and of Article 11 of the bylaws, the Board of Directors sets the Group’s strategies and ensures their implementation. Subject to the powers expressly granted to Shareholder Meetings and within the limits of the corporate purpose, it deals with all issues affecting the running of the Company and, as a result of its deliberations, regulates matters concerning the Company. It is committed to promoting the long-term creation of value by the business, To this end, the Board constantly seeks a working method which, while strictly complying with the law and regulations, is conducive to the conditions of good corporate governance. The works of the Board of Directors are based on its regularly updated Internal Rules, which aim at completing the legal, regulatory and statutory rules and the industry recommendations that the Board refers to.