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 93 The balance between long-serving, seasoned directors and those more recently appointed allows a new vision to be combined with the necessary consistency of long-term decisions. Senior management has the broadest powers to act under any circumstances in the name of the Company, within the limits of the corporate purpose and subject to the powers that the law expressly grants to Shareholders’ Meetings and to the Board of Directors. The Internal Rules of the Board of Directors contain limits on his powers to take certain decisions which, on account of their purpose or their amount, are subject to the prior approval of the Board of Directors. Thus, the Board of Directors must approve material transactions likely to affect the Group’s strategy or significantly change its financial structure or scope of businesses. Assessment of the Board of Directors' organization and functioning The Chairman of the Board of Directors participates in organizing the Board’s periodic self-assessment and the reflections on governance matters relating to the Board’s functioning. Once a year, the Board devotes an item on its agenda to the assessment of its functioning in order to: improve its effectiveness; ● verify that important issues are properly prepared and discussed within ● the Board; measure the effective contribution of each member to its work. ● In addition, the Internal Rules provide for a formal assessment to be carried out every three years. The purpose of this formal assessment is to verify compliance with the Board’s operating principles and to identify proposals to improve its operation and effectiveness. Each year, the Appointments Committee provides the Board of Directors with a report on the assessment of the performance of the Chairman and of the directors as well as on the work of Senior management. During the Board meeting of December 11, 2020, the Chairman of the Appointments Committee reported on the results of the annual assessment of the Board, its committees and the work of Senior management. This latest assessment confirmed the Board’s momentum. Particular attention was paid to the good organization, the quality of the discussions, the contributions resulting from the diversity of skills and the quality of the discussions between the directors and Senior management. The directors are satisfied with the composition and work of the committees, which they consider useful for the Board’s decision-making. At its meeting of December 11, 2020, the Board of Directors also began a formal assessment process with the help of an external firm. It was reported to the Board of Directors on February 17, 2021. Other information on the functioning of the Board Directors’ rights and obligations The Internal Rules of the Board of Directors provide that its members are subject to obligations such as to: act in the corporate interest; ● inform the Chairman of the Board and the Board of any situation of ● conflict of interest, even a potential one, and refrain from voting on any deliberation for which such a situation of conflict of interest exists; perform their duties in compliance with legal provisions, in particular ● those relating to limits on the number of terms of office, and attend Board and Committee meetings; be informed so that they can make a useful contribution to the topics ● on the agenda; consider themselves bound by a true professional secrecy and be ● bound by an obligation of loyalty; comply with the Company’s Stock Exchange Ethics Charter, in particular ● with regard to securities transactions; inform the Chairman of the Board of Directors without delay of any ● agreement entered into by the Company in which they are directly or indirectly interested or which has been entered into by an intermediary. Directors’ information The Chairman of the Board of Directors shall provide the Directors with sufficient time to enable them to fully perform their duties. In addition, the Chairman of the Board of Directors constantly communicates to the members of the Board any material information concerning the Company. Each director receives and may request all information necessary for the performance of their duties. For this purpose, the directors may meet with the key senior executives of the Company and the Group as soon as the Chairman of the Board of Directors has been informed in advance. At the request of the Chairman of the Board of Directors or a director, an operational director may be invited to any meeting of the Board devoted to the prospects and strategies of their sphere of business. ACTIVITIES OF THE BOARD 3.1.3 OF DIRECTORS During 2020, the Board of Directors met six times. The Attendance rate at Board meetings was 99%. Attendance rate at the meetings of the committees of the Board of Directors was 95%. The average individual attendance rate for Board of Directors and Committee meetings for 2020 is shown, for each director, in section 3.1.5.