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Imerys Registration Document 2017 EN

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Imerys Registration Document 2017 EN REPORTS ON THE FISCAL YEAR 2017 CORPORATE GOVERNANCE REPORT 2.2 CORPORATE GOVERNANCE REPORT In accordance with the new provisions of article L. 225-37 of the French Code of Commerce, the Board of Directors drew up its Corporate Governance Report at its meeting on March 8, 2018. The information referred to in articles L. 225-37-2 et seq of the French Code of Commerce presented in other chapters of the Registration Document is incorporated by reference and forms an integral part of the Corporate Governance Report, in particular: 2 ycomposition, organization and functioning of the Board of Directors; list of offices and functions held by each corporate officer; exercise of Executive Management (chapter 3 – Corporate Governance); yprinciples and criteria for determining, allocating and granting the fixed, variable and extraordinary components of the total compensation and benefits of all kinds that may be allotted to Executive Corporate Officers, including the relevant draft resolutions as well as the compensation and benefits of all kinds paid to Corporate Officers during the financial year (chapter 3 – Corporate Governance and chapter 8 – Ordinary and Extraordinary Shareholders’ General Meeting of May 4, 2018); ytable summarizing the financial authorizations and delegations for share capital increases granted by the Shareholders’ General Meeting to the Board of Directors (chapter 7 – information about the Company and its share capital); yitems likely to have an impact in the event of a public offer (chapter 7 – information about the Company and its share capital); yparticular conditions for admission of Shareholders to the Shareholders’ General Meeting (chapter 7 – information about the Company and its share capital). Imerys - 2017 Registration Document 49 3 CORPORATE GOVERNANCE 3.1 BOARD OF DIRECTORS 64 3.5 PERFORMANCE SHARES 100 3.1.1 Powers 64 3.5.1 Performance share plans in force 100 3.1.2 Composition 65 3.5.2 Performance shares granted by the Company to its Chairman 3.1.3 Information on the directors 69 and Chief Executive Officer in 2017 101 3.1.4 Functioning 78 3.5.3 Details of performance share plans 102 3.1.5 Implementation of best corporate governance practices 79 3.6 SPECIFIC TERMS AND RESTRICTIONS 3.2 EXECUTIVE MANAGEMENT 87 APPLICABLE TO EXECUTIVE 3.2.1 Composition 87 CORPORATE OFFICERS 103 3.2.2 Powers 87 3.2.3 Executive Committee 88 3.7 CORPORATE OFFICERS’ TRANSACTIONS IN SECURITIES 3.3 COMPENSATION 90 IN THE COMPANY 104 3.3.1 Board of Directors 90 3.8 APPLICATION 3.3.2 Executive management 92 OF THE CORPORATE GOVERNANCE CODE 105 3.4 STOCK OPTIONS 97 3.4.1 Stock option plans in force 97 3.4.2 Conditional stock options granted by the Company to its Chairman and Chief Executive Officer 98 3.4.3 Details of stock option plans in force 99 Imerys - 2017 Registration Document 63 CORPORATE GOVERNANCE 3 BOARD OF DIRECTORS The Company has been organized as a French Limited Liability and its agility; to continue to benefit from the strategic vision Company (“Société Anonyme”) with a Board of Directors. On of Mr. Gilles Michel and his deep operational knowledge of the April 28, 2011, the Board decided to merge the roles of Chairman Group, and to Mr. Conrad Keijzer to fully focus on accelerating of the Board and Chief Executive Officer and to appoint Mr. Gilles the Group's growth and continuing its programs of excellence Michel to perform them. In 2014, it also decided to appoint a (see Chapter 1, section 1.4 of the Registration Document); and Vice-Chairman, who is currently Mr. Paul Desmarais III. Mr. Gilles finally, to ensure that the Company continues to apply the best Michel expressed the wish not to continue for personal reasons corporate governance practices, taking into account the presence his executive functions at the end of his term of office as Chairman of controlling shareholders in the Company's capital. This balance and Chief Executive Officer. On the recommendations of the of powers in the Company’s governance is further strengthened Appointments Committee resulting from an in-depth review of by the diversity within the Board composition. the Group’s leadership and governance, the Board of Directors at its meeting of March 8, 2018, decided to separate again the The Company complies with the French regulations to which it Chairman of the Board and Chief Executive Officer roles, effective is subject with respect to Corporate Governance. The AFEP- as from May 4, 2018. MEDEF Corporate Governance Code, updated for the last time in November 2016 (the “AFEP-MEDEF Code”), is used by the At the same meeting, the Board decided to re-elect Gilles Michel Company as a reference in drawing up the report provided for in as Chairman of the Board of Directors, subject to the renewal of article L. 225-37 of the French Code of Commerce (this Code is his term of office as Director by the Shareholders’ General Meeting available on the Company’s website: www.imerys.com , in the “The of May 4, 2018 and to appoint Conrad Keijzer immediately as Group/Corporate Governance” section). The Company complies Deputy Chief Executive Officer and, as from May 4, 2018, as the with all of the recommendations resulting from this Code, except new Chief Executive Officer of the Company. for those that are explained in section 3.8 of this chapter. This new governance structure will allow to: further increase, The provisions of this chapter form an integral part of the Report coupled with the proposed reduction in the number of Directors on Corporate Governance provided for in Article L. 225-37 of the (see paragraph 3.1.2 of this chapter), the efficiency of the Board French Code of Commerce. 3.1 BOARD OF DIRECTORS 3.1.1 POWERS In accordance with legal and statutory provisions, the Board of y the Executive Management periodically presents a report to Directors’ general mission is to: the Board of Directors on the status and running of Company y make sure that the Company’s corporate interests and assets affairs, which is drawn up under conditions requested by the are protected; Board of Directors. The report includes the presentation of the Group’s quarterly and half-yearly financial statements; y determine the directions of the business activity of the Company and ensure their implementation; y within three months of closing the financial year, the Executive Management presents the Company’s annual financial statements, y opt for the Company’s governance form, appoint its corporate the Group’s consolidated financial statements and its report executive officers and determine their compensation; on the financial year just ended to the Board of Directors y control the management of the Company by the Executive for review and control. The Board of Directors settles these Management; financial statements and the terms of its Management Report y ensure the quality of the information provided to shareholders to be presented to the annual Shareholders’ General Meeting. and to markets. Furthermore, pursuant to the provisions of the Board of Directors’ For the purposes of that control and in accordance with the provisions Internal Charter, the Board examines and approves the following of article 16 of the by-laws and of the Board’s Internal Charter: prior to their implementation, with respect to the general powers y the Board of Directors makes the checks and controls that it granted to it by-law: judges appropriate at any time of the year. It may obtain any y the strategic orientations of the Company and Group and any documents that it judges useful for carrying out its mission; operations likely to significantly influence such orientations; it y the Executive Management submits to the Board of Directors its also periodically examines the long-term strategic plan (multiyear annual operating objectives for the year ahead and, periodically, plan) drawn up or revised by Executive Management; its long-term strategic projects; 64 Imerys - 2017 Registration Document CORPORATE GOVERNANCE BOARD OF DIRECTORS y the operations likely to significantly modify the purpose or y more generally, any commitment by the Company or the Group scope of business of the Company and the Group, including: that may constitute a regulated agreement, in accordance with the law. the acquisition, investment, takeover or disposal of securities or any other fixed asset (and any operation economically Finally, the Board of Directors grants any specific delegations comparable, including by way of contribution or exchange) of its powers to Executive Management, within the limits and for an amount greater than €75 million per operation, or its conditions set down by-law, for the purposes of: equivalent amount in any other currency, y the granting by the Company of any personal security (such as the significant commercial or industrial agreements that would third-party guarantees and endorsements) or of any security bind the long-term future of the Company or the Group, on its assets, within the limit of a total amount determined in principle every year; any financing operations for an amount likely to significantly modify the financial structure of the Group; y making, pursuant to the authorizations granted to the Board y as the case may be, the allocation of management tasks between of Directors by the Shareholders’ General Meeting, purchases the various Delegate Chief Executive Officers, as proposed by by the Company of its own shares or certain capital increase the Chief Executive Officer; operations; y carrying out issues of ordinary bonds in one or more times. 3 3.1.2 COMPOSITION On the date of the present Registration Document, the Board of CHANGES IN 2017 Directors is composed of 17 members.
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