BIC_Registration_Document_2017

First page Table of contents Previous page 107 Next page Last page

CORPORATEGOVERNANCE Administrative and management bodies

Independent Directors Characterizationas an IndependentDirectorwas reviewedby the Boardof Directorsat its meetingon February 13,2018.

RESULTS OF THE REVIEW OF THE CHARACTERIZATION AS INDEPENDENT DIRECTOR BY THE BOARD OF DIRECTORS:

Elizabeth Bastoni

John Glen

Candace Matthews

Pierre Vareille

Criteria provided by the AFEP-MEDEFCode

Not to be an employee orExecutiveOfficer of theCompany, or an employee or ExecutiveOfficer or a Director of acompanyconsolidated within the Company and/or theCompany’s parent company or a companyconsolidated within this parent, and noto have been in such a position during the previous five years Not to be an ExecutiveOfficer of a company in which theCompanyholds a directorship,directlyor indirectly,or in whichan employeeappointed assuch or an ExecutiveDirector of theCompany(currently inofficeor having held such office within the past five years) is a Director Business relationships: not to be (a) a customer, supplier, commercial banker or investmentbanker: that is material to the Companyor itsGroupor for a significant part of whose business the Companyor itsGroupaccounts

Compliant

Not to be related byclose family ties to a CompanyOfficer

Compliant

Not to havebeenan Auditorof the Companywithin theprevious five years

Compliant

Not to havebeena Director ofthe Companyformore than twelve years

Compliant

Orbebounddirectlyor indirectlyto. (a)

Evolutionof the Board of 3.1.1.3. Directors followingthe

IndependentDirectorsdo not have any relationof any kind with the Company,its Groupor its managementthat is such as to color their judgment.In 2017,the sole relationshipsbetweena Directorand BIC Group involve Directors qualified as non-Independent. These relationshipshave been consideredas non-significantby the Board of Directors in view of the commitments, the amount of the transactionsthey represent for each of the interested companies (they represent less than 0.01% of the commercialflows of each) and theirnormalconditions. Accordingto the Internal Rules and Procedures,Directorsqualified as independentstrive to maintainthis quality.However,if a Director believes that he/she can no longer or will shortly no longer be qualified as independent under the AFEP-MEDEF’s Corporate Governance Code, such Director must immediately notify the Chairman, who will place this item on the agenda of the next meetingof the Boardof Directors. Training of the Directors Directors participated to a seminar organized by International Institute for Management Development in February 2017. Before takingoffice,VincentBedhomeattendedthe trainingprogram“To be an EmployeeDirector”of the InstitutFrançaisdes Administrateurs.

Shareholders’ Meeting ofMay 16, 2018

John Glen, Marie-Henriette Poinsot, SOCIÉTÉ M.B.D. and Pierre Vareille, whose mandatesare up for renewal, will be proposedfor reelectionfor three years at the Shareholders’Meeting of May 16, 2018. The Board will also propose the nomination of Gonzalve Bich as Board Member as a replacement for Bruno Bich (section 3.1.1.1. page104). Subjectto the approvalof the Shareholders’Meeting,the Boardwill be composedas follows: PierreVareille– Chairman ● ElizabethBastoni– Director ● VincentBedhome– Directorrepresentingthe employees ● FrançoisBich– Director ● GonzalveBich– ChiefExecutiveOfficer- Director ● Marie-PaulineChandon-Moët– Director ● JohnGlen– Director ● MarioGuevara– Director ● CandaceMatthews– Director ● Marie-HenriettePoinsot– Director ● M.B.D.(EdouardBich)– Director ● The proportion of IndependentDirectors (40%), as well as female Directors(40%),will remainunchanged.

107

BIC GROUP - 2017 REGISTRATION DOCUMENT

Made with FlippingBook - Online catalogs