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 94 The agenda of the Board of Directors is drawn up by the Chairman of the Board of Directors in consultation with the Chief Executive Officer. The Board is regularly informed of the work of the various committees by their Chairman and bases its decisions on their recommendations. In 2020, the Board’s activity mainly focused on the following topics: Group strategic orientations and monitoring of its businesses the definition of the new strategic plan ● the Group’s positioning as a leader in hydrogen mobility ● research and innovation ● impact of the environmental, social and governance (ESG) criteria ● the Group’s digital ambition and its contribution to the implementation ● of the strategic plan reviewing the various issues relating to the Group’s industrial ● businesses, in particular the situation of the Greer plant in the United States the impact of the health crisis (Covid-19) on the Group’s business and ● the measures taken to address it socially, operationally and financially Investments and asset sales monitoring the acquisitions, their consolidation into the Group, the ● synergies developed, the implementation of the business plan and the value created for the Plastic Omnium Group the signature of the partnership with the German equipment manufacturer ● ElringKlinger for the creation of the joint venture, EKPO Fuel Cell Technologies progress reports on other ongoing projects ● Finance, audit and risks the approval of the parent company and consolidated financial ● statements, the proposed appropriation of net income and draft press releases approval of management planning documents ● approval of the budget and medium-term business plan ● analysis of the Group’s annual risk review ● the renewal of the annual authorizations granted to the Chief Executive ● Officer to issue bonds and to issue sureties, endorsements and guarantees the statement of asset impairments made in the first half of 2020 ● analysis of financial studies and analysts’ notes ● current agreements entered into during the year or in previous years ● but which remained in force during the fiscal year related-party agreements entered into and authorized during the ● fiscal year or during previous fiscal years but which continued to be executed during the last fiscal year, or whose execution has not yet taken place at the time of the review the reclassification or downgrading of any related-party agreement to a ● regulated agreement or a current agreement, as the case may be, in view of the qualification criteria defined by law, case law and professional organizations and used by the Group Governance, appointments and compensation the proper conduct of the Group’s governance ● assessment of its own functioning and its development ● the holding of shares by directors and changes in compensation rules ● appointments to Board committees ● the compensation of executive directors and the performance share plan, ● preparation for the Combined Shareholders’ Meeting in the context of ● the Covid-19 health crisis ACTIVITY OF THE BOARD 3.1.4 OF DIRECTORS’ COMMITTEES Discussions and decisions of the Board of Directors are assisted by the work of its specialised Committees which report to it after each of their meetings. The details of the missions of each committee are given in the Internal Rules of the Board of Directors. The Board of Directors’ committees are responsible for studying all matters relating to the Company that the Board or its Chairman submits for them to examine and issue an opinion, preparing the tasks and decisions of the Board relating to these subjects or projects and reporting their conclusions to the Board in the form of minutes, proposals, opinions, information memorandums or recommendations. The committees carry out their duties under the responsibility of the Board of Directors. A committee may not on its own initiative deal with matters outside the framework of its own responsibilities. Committees do not have decision-making power. The Board of Directors, on the proposal of its Chairman, and following the recommendation of the Appointments Committee, appoints members of the committees as well as the committees’ Chairpersons, taking into account the skills and experience of the directors. To carry out their work, after having informed the Chairman of the Board of Directors and subject to reporting to the Board of Directors, the committees may hear any responsible person within the Group and/or request technical studies on subjects falling within their areas of responsibility, at the expense of the Company. In the event of recourse by the committees to the services of external consultants, the committees must ensure the objectivity of the consultant concerned. Three committees support the Board of Directors: the Audit Committee, the Appointments Committee and the Compensation Committee. Secretarial services for committees of the Board are provided by the Corporate Secretary. Audit Committee Compensation Committee Appointments Committee WOMEN INDEPENDENT MEN WOMEN INDEPENDENT MEN WOMEN INDEPENDENT 2 67 % 1 3 67 % 2 100 % 1