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 92 ORGANIZATION AND FUNCTIONING 3.1.2.2 OF THE BOARD OF DIRECTORS Frequency, duration and participation in meetings The work of the Board is set out in Article 12 of the bylaws, and its organization is described in Article 2 of the Internal Rules of the Board of Directors. The Board of Directors meets as often as the interests of the Company require and, pursuant to the Internal Rules, at least four times per year. Board meetings may be held by any means of videoconferencing or telecommunication allowing the identification of directors and ensuring their effective participation in accordance with the terms and conditions laid down in the Internal Rules. The Secretary General assumes responsibilities of the secretariat of the Board and draws up the minutes of its meetings. In accordance with Article 11 of the bylaws, all directors must own at least 900 shares of the Company. This obligation does not apply to directors representing employees. Senior management procedures At its meeting of September 24, 2019, the Board of Directors resolved to split the positions of Chairman of the Board of Directors and Chief Executive Officer. This split of positions took effect on January 1, 2020. Since that date, Mr. Laurent Burelle has continued as Chairman of the Board of Directors and Mr. Laurent Favre is the Chief Executive Officer. At the proposal of the Appointments Committee, Mrs. Félicie Burelle was appointed Managing Director from January 1, 2020, Mr. Paul Henry Lemarié having decided to resign as Chief Operating Officer while remaining a director of Compagnie Plastic Omnium SE. Role of the Chairman of the Board of Directors The Chairman of the Board of Directors organizes and directs the work of the Board, and reports on said work to the Shareholders’ Meeting. He chairs Board meetings, directs the discussions and ensures compliance with the provisions of the Internal Rules. He seeks to ensure the quality of discussions and to promote collective decision-making. He also ensures that the Board devotes sufficient time to its discussions, giving each item on the agenda time proportionate to the importance it represents for the Company. The directors collectively ensure that there is a correct balance in the speaking time of each one of them. The Chairman ensures that the questions asked in line with the agenda receive appropriate answers. The Chairman ensures that Board meetings and committees operate smoothly, the meetings of which he may attend and submit questions for opinion, and that principles of good governance apply. In particular, he ensures that the directors are provided with the clear and appropriate information necessary to the performance of their duties in a timely manner. In accordance with the Internal Rules, the directors are required to immediately report to the Chairman and the Board any situation of conflict of interest, even potential, as well as any draft agreement entered into by the Company and to which they are or may be directly or indirectly involved. The Chairman of the Board chairs Board meetings and prepares its work. As such, he: convenes meetings of the Board according to a schedule of meetings ● communicated to the directors and decides whether to convene the Board at any other time if necessary; prepares the agenda, supervises the creation of the Board file and ● ensures the completeness of the information contained therein; ensures that certain topics are discussed by the committees in ● preparation for Board meetings and ensures that they have the power to make proposals to the Board; leads and directs the discussions of the Board; ● ensures that directors comply with the provisions of the Board’s ● Internal Rules; prepares and organizes, in conjunction with the Appointments ● Committee, the periodic assessment of the Board. The Chairman ensures the proper organization of the Shareholders’ Meeting which he chairs, answers shareholders’ questions and more generally ensures good shareholder relations. Should the Chairman be unable to attend, he is replaced by the Chief Executive Officer, if the Chief Executive Officer is himself a director, or otherwise by a Managing Director or by another director chosen by the Board at the beginning of the meeting. Relations between the Board of Directors and senior management Senior management communicates transparently with the directors and keeps them regularly informed of all aspects of the Company’s operations and its performance. The Board has the means to deal freely with issues that concern it, in particular the Company’s strategic orientations, to monitor and ensure their implementation and to control their proper management. The Chairman of the Board of Directors is kept regularly informed by the Chief Executive Officer of significant events in the Group. If necessary he informs members of the Board in between meetings. Only the Chairman is entitled to speak on behalf of the Board. He conducts the work of the Board in order to obtain the support and commitment of the directors for the actions of the Chief Executive Officer and to ensure the development of the Company with complete confidence. The Board of Directors may meet at any time depending on current events. The Chairman of the Board of Directors may also decide to hold meetings without the presence of the executive directors. Also once a year, without the presence of the Chief Executive Officer, the Managing Director and directors with employment contracts with a Group company, the Chairman holds a directors’ meeting to evaluate the performance of the Chief Executive Officer and the Managing Director. The Chairman informs the members when these meetings are held. During the last year, the Board met without the presence of executive directors on December 11, 2020 and made this assessment. Powers of the Board of Directors The balance of powers within the Board of Directors is based mainly on its consistent and harmonious composition and on the qualities of its members. The diversity and complementarity of the directors’ experiences and expertise (entrepreneurial, international, financial, industrial, digital, etc.) enables quick and in-depth understanding of the issues involved in the Plastic Omnium Group’s development.