Bollore : Duty of care plan

Bolloré Group non‑financial performance 2

Duty of care plan of the Bolloré Group .2

2.  Duty of care plan of the Bolloré Group

2.1. Introduction

2.1.1. LEGAL CONTEXT

In 2017, France expanded its regulations to include a new duty of care law pertaining to parent companies and order-giving companies. The objective of the duty of care law is to extend the liability of transnational corporations so as to forestall and avoid catastrophes such as what happened at Rana Plazza in Bangladesh in 2013. The companies affected by the law must draw up a "duty of care plan". The law operates in several areas where serious offenses may arise from the activities of a company or its supply chain:

• human rights and fundamental freedoms;

• personal health and safety;
• the environment.

The law affects subsidiaries directly or indirectly controlled by the parent company, along with the activities of suppliers and subcontractors with whom there is an established business relationship.

2.1.2.  BOLLORÉ GROUP MISSIONS

With a sustainable presence nearly two centuries old, and one of the world's largest companies, the Bolloré Group has strategic positions in three business sectors: transportation and logistics, electricity storage and systems, and communications.

• Through its transport and logistics activity, the Bolloré Group is an important player in economic development, the opening up of regions, and the circu- lation of goods, offering an essential, even vital service, in that it provides an offering that makes it possible to import and export goods, even in the most isolated areas. This integrated logistics network is a real driver for the industrial logistics transformation of certain regions.
• Through its activities in electricity storage solutions and systems, the Bolloré Group develops innovative and sustainable solutions to offer a response

consistent with the challenges posed by climate change, particularly in terms of access to energy.

• Its communications activities are managed by the Vivendi group.

These activities involve both adaptability and a solid foundation to offer consistent and optimal quality of service regardless of the context, in line with the Group's value of excellence. The Bolloré Group is nevertheless aware of the potential impacts that the conduct of its activities may have on the environment and the day-to-day life of its stakeholders.

This is why, through its due diligence approach, the Group aims to identify and control its impacts in order to prevent - and if necessary correct - situations at risk, and maximize positive externalities, with a view to sustainable and shared development.

2.1.3.  SCOPE OF ACTION OF THE BOLLORÉ GROUP'S DUTY OF CARE PLAN

In accordance with the law, the scope of the Bolloré Group's duty of care plan applies to:

• the subsidiaries of the transport and logistics activities, covered by the Bolloré Transport & Logistics division, which consists of four business units (Bolloré Energy, Bolloré Ports, Bolloré Logistics, and Bolloré Railways);
• the subsidiaries of the electricity storage and systems activities, which con- sist of the Brittany division, which includes the Group's industrial activities (Blue Solutions, BlueBus, Plastic Films), and the Blue Systems division (IER, Polyconseil).

The following are excluded from the plan:

• Vivendi: Vivendi's CSR Department relies on its own ethics and duty of care plan, applicable to its companies, and adapted to their business lines (see Vivendi's 2020 universal registration document - 3.2.2 Duty of care system). For more information on the Group's activities, see chapter 1 - Presentation of the Group and its activities.
• Financial investments: note that in accordance with the law, the Bolloré Group's duty of care plan does not apply to companies in which it has a holding that does not give it control within the meaning of article L. 233-16 of French commercial code (Code de commerce). Nonetheless, whenever it

can, as a responsible shareholder, the Bolloré Group exercises its reasonable duty of care, notably within the Socfin group. The Board of Directors meetings provide an opportunity to give an overall update on the progress made by Socfin on the consideration of the social and environmental impacts linked to its activities. As is evident in the latest statements by the Belgian NCP, the measures put in place provide effective responses, in particular for the resolution of disputes with the communities, notably Socfin group's commitment to have all of its African plantations certified based on the RSPO standard and the partnership with the Earthworm organization (formerly TFT). The submission of information on the subject through the website and Socfin group's sustainable development report are proof of its transparency policy enabling monitoring of its progress. And while it looks like the terms of the Socapalm action plan to which the Group had contributed have not translated, on the ground, into something entirely satisfactory in the eyes of certain stakeholders, the Group shares the opinion expressed by the Belgian NCP in its statement of November 26, 2018, which says that establishing trusting relationships between the parties in the field is a process that will take several years.

2.2. Methodology

The duty of care plan is prepared at the level of the Group CSR Department, which is responsible for researching and drawing up the plan, and the analyses and recommendations that must then be applied by the subsidiaries and business lines concerned by the risks identified - notably the Purchasing, QHSE, CSR, Legal Affairs, Human Resources, and Compliance Departments. It presents the general system and approach used to establish and strengthen its culture of care, applied daily by its employees. The illustration in operational activities is explained within the risk management frameworks (policy, action plans, highlights, indicators), published in the Group's non-financial performance statement (EFFS), whose information is verified and audited annually by an independent third party organization. More than a reporting exercise, the Bolloré Group's EFPS describes the risks, action plans, measures and indicators put in place to ensure that social and environmental issues are managed.

The duty of care plan is updated on a regular basis to present the new tools and processes developed to deploy the Group's due duty of care approach across all its activities and its value chain.

It is based on its ethical framework, based on two core documents: the Group's Ethics & CSR Charter and its Code of Conduct, which was updated in 2020, as explained in the duty of care plan report below.

• The Ethics & CSR Charter lists the Group's commitments in terms of environmental, social and societal responsibility. It forms the basis on which more specific commitments are adapted, formalized by the Group's charters (Human Rights Charter, Diversity & Inclusion Charter, Responsible Purchasing Charter), distributed to all employees and also available online.

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• 2. Duty of care plan of the Bolloré Group

• The Code of Conduct applies to all persons acting on behalf of the Bolloré Group, and sets out the expected behaviors, both in day-to-day operations and in sensitive situations. It formalizes recommendations to prevent, identify and report breaches, particularly through the professional whistle- blowing system (developed below).

The ethical framework is based on the following international standards:

• the United Nations Guiding Principles and the Principles of the Global Compact;
• the OECD guidelines;
• the International Charter on Human Rights;
• the International Labor Organization's core conventions;
• the recommendations of the French Anti-Corruption Agency.

2.2.1.  GENERAL PRINCIPLES OF THE GROUP DUTY OF CARE APPROACH

Because of the nature and diversity of its geographical locations and of its activities, the Group's approach to duty of care is based on the following principles:

• ensuring the compliance of the Group and its business relationships with the most relevant international standards and local legislation in force, when this is more demanding;
• paying particular attention to its employees, suppliers and subcontractors, notably through duty of care concerning working conditions and high standards of health and safety for all;
• preserving the environment through measurement of the impact of its activities and those of its business relationships as well as setting up actions to protect against and mitigate environmental risks;
• applying particular duty of care to safety conditions and respect for the fundamental rights of the users of the Group's products and services and people living near our sites of activity.

These principles reflect the Bolloré Group's ambition to operate in line with the best international standards and in accordance with its CSR commitments, the aim of which is to guide all employees and business partners around a common set of values. They are adapted through concrete measures, formalized as part of a methodology based on a continuous improvement approach. In addition, to optimize its approach, the Bolloré Group has identified its priorities for concentrating efforts in terms of action plans, geographical areas and resource allocation. This approach aims to achieve effective and transposable results which can be gradually applied to all of the Group's activities, wherever they are based, and also reinforce its reasonable care processes.

2.2.2. IMPLEMENTATION

2.2.2.1.  DUTY OF CARE RISK MAPPING

The duty of care risks identified in 2017 when the Bolloré Group's first duty of care plan was developed were divided into three major families: health and safety risks for the men and women involved in our activities and our value chain, protecting human rights and fundamental freedoms, and protecting the

environment. To the extent that more than 96% of the Group's revenue comes from B-to-B services (excluding Communications) and not from production activities intended for consumers, the issue of the traceability of raw materials appears to be less material for the Bolloré Group.

DUTY OF CARE PLACED AT THE HEART OF THE GROUP'S CSR STRATEGY

These categories, consistent with the requirements detailed by the regulations, were confirmed in 2018, during the Group CSR risk mapping, carried out as part of the implementation of the requirements of the non-financial performance statement and proposing a more detailed classification (see chapter 2

• 1.1.2 Bolloré Group non-financial risk mapping). Duty of care risks have been incorporated into the Group CSR risk universe, listed by the members of the

Executive Committees and representatives of the support and operational functions, placing the duty of care at the heart of the Group's CSR strategy. For this reason, the CSR Department has therefore taken steps to detail the mitigation measures implemented for all these CSR and duty of care risks in its non-financial performance statement, as explained in the methodology section.

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Bolloré Group non‑financial performance 2

Duty of care plan of the Bolloré Group .2

POOLING OF EFPS RISKS AND DUTY OF CARE CROSS-REFERENCE TABLE

		Risks identified in the
Categories of		Bolloré Group's non-
duty of care risks		financial risk mapping
(duty of care plan)	Description of the risk	(EFPS)	Risk governance
Health	The scope of the risk control framework is: Group employees, employees of its	Health and safety of
and safety	service providers, suppliers and subcontractors, as well as the users of its products	employees and third	General
	and services and local communities.	parties	Management
	There is specific duty of care for maintenance and transport activities,
	Attracting and retaining	QHSE
	and particularly rail transport. The control framework for the risks associated
	skills	Departments
	with these key issues is strengthened by appropriate and specific procedures.
	In addition, the Group applies constant vigilance, and rigorously monitors the
	health risks associated with the various regions where it has a presence, and	Working conditions and
	deploys the necessary action plans and measures.	social dialog	HR Departments
Environment	Group activities can have multiple impacts on the environment: pollution of	Local pollution and
	water, ground and air, sound and light pollution, direct or indirect greenhouse	transport/storage of
	gas emissions. Since the transport and logistics activities involve high levels of	hazardous materials
	energy consumption and greenhouse gas emissions, the Group has identified its
	carbon impact as a priority issue. Since the Group has no production activity, with
	the exception of its Blue Solutions subsidiaries, it consumes small amounts of
	raw materials. The prevention of pollution, environmental accidents which could
	damage the ecosystems essential for those living near the Group's activities and
	the limitation of its carbon footprint are regulated by target-based action plans,
	measures and procedures, which are proportionate to the potential environmental
	impact. The Group also incorporates climate challenges into its business strategy,		General
	particularly by having innovation as a mainstay of its approach, through the	Climate change risks	Management
	solutions offered by its electricity storage and systems subsidiary.	and opportunities	CSR Departments
Human	Depending on the socio-economic, political and implementation context,	Promoting human	General
rights and	the Group's activities may have an impact on human rights issues (discrimination,	rights in the value chain	Management
fundamental	poor working conditions, child labor and forced labor, social dialog, etc.).		QHSE
freedoms	The Bolloré Group has identified the three most material aspects of its activity,		Departments
	for which it commits to deploy due diligence: the fundamental rights of workers,		HR Departments
	the fundamental rights of local communities and the contribution to a positive		CSR Departments
	societal footprint. It has formalized an approach to refine the identification of these		Compliance
	risks for its entities (see chapter 2 - 1.2.2.2. Promoting human rights in our value		Department and
	chain/Formalizing the Group's progress plan).		Ethical Referents
	The risks associated with its supply chain are detailed in the duty of care report.	Health and safety of	Human Rights
		employees and third	Steering
		parties	Committee

2.2.2.2.  EVALUATION PROCEDURES, PERFORMANCE MONITORING AND MEASURES IMPLEMENTED

Through annual non-financial reporting and the monthly QHSE reports within the divisions, more than a hundred indicators of resources and results are mon- itored, adjusted and enriched each year, with respect to social, environmental, societal and governance issues. Shared and internally studied with a view to continuous improvement and performance monitoring, the most relevant data

are published in the EFPS. The collection process, updated by the integration of additional indicators, is optimized each year. Annual external audits related to the EFPS make it possible to validate the robustness of the data reported, illustrating the proper application of the Group's various risk management frameworks, based in particular on a duty of care cycle approach.

THE IMPLEMENTATION OF DUTY OF CARE CYCLES

When it built its duty of care mechanism, the Bolloré Group drew up a dedicated approach, in order to meet the key issues identified.

Identification
of	risks

ofCommunicationoutcomes

Action plans

Monitoringobjectives and

This duty of care cycle approach is based on four phases in the exercise of the duty of care: the identification of risks, the development of associated action plans, the monitoring of these action plans and the development of objectives, and the reporting of information on the results of the systems in place.

The approach ensures at each stage of the cycle that the appropriate choices have been put in place to provide reasonable and effective duty of care over the issues seen as priority issues. The performance evaluation of the measures deployed is coupled with corrective steps as part of continuous improvement. This method is also meant to make it easier to teach various audiences concerned about the duty of care procedures, involve them, identify improvements and adapt them where appropriate. The Bolloré Group explains this procedure in the report on its duty of care plan, with various examples below.

In addition, the preparation, implementation and roll-out of its whistleblowing system equip the Group with new tools to manage its duty of care approach and measure the performance of its approach.

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2. Duty of care plan of the Bolloré Group

ESTABLISHING A WHISTLEBLOWING AND REPORTING SYSTEM

In 2018, the Compliance Department, the Human Resources Department and the CSR Department collaborated on revising the existing whistleblowing system, which now encompasses in one place both the issues of corruption and influence-peddling, and those of duty of care, which have been defined and detailed. Since the Sapin II law requires an alert system similar to that required by the duty of care law, both systems were developed on the same platform as a way to pool them and to comply with the requirement of the AFA and the CNIL. This whistleblowing system was the subject of consultations with employee representative bodies in 2019, and renewed in 2020 to adapt to the CNIL reference system on personal data processing intended for the implementation of a professional alert system.

Its deployment and the processes for collecting and processing reports are explained in the whistleblowing procedure, available on the Group's website. Whistleblowers' alerts are processed at the head office level and overseen by the Chairman of the Ethics - Anti-corruption and CSR Committee, which carries out its mission independently. Everyone can report an alert: the mechanism

allows any Bolloré Group employee, commercial partner or any individual whose interests are likely to be affected by the Group's activity, to issue an alert regarding any crime or offense, a serious and clear breach of the law or regulations, threat to the general interest or acts which go against the Group's Code of Conduct.

Alerts issued using the whistleblowing mechanism are screened for admissibility by dedicated contacts, depending on the nature of the alert. Where applicable, the alerts will be investigated in order to establish, within a reasonable time-frame, the materiality of the facts in question.

If an investigation makes it possible to establish the materiality of a reported breach and the involvement of the alleged perpetrators, disciplinary sanctions and/or legal proceedings are taken against the person(s) in question. The Bolloré Group guarantees confidential processing (see chapter 2 - 1.2.2.1. Sharing the same business ethics and ensuring compliance with the strictest standards).

THE DEFINITION OF A PRIORITY GEOGRAPHICAL AREA

While the Group's duty of care approach applies to its entire scope of operation, and extends to the activities of its suppliers and subcontractors, in order to optimize its approach, the Group has established a priority geographical area on which it concentrates its actions for the exercise of its duty of care.

The criteria adopted to define this area are:

• the number of employees;
• the presence of all activities in the region;
• the level of the human development index of the countries concerned.

The workforces of the subsidiaries located in these countries represent 80% of the Group's workforce outside the OECD.

This approach through the identification of the priority area, which is expected to evolve in light of ongoing projects in terms of refining the risk mapping, makes it possible to dedicate the appropriate resources, in order to improve existing due diligence mechanisms and to learn useful lessons for duplication in other areas of operations. This priority area, focused on 25 countries of sub-Saharan and central Africa, is shown in blue on the map.

Africa

Countries of the priority geographical area: Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Congo, Côte d'Ivoire, Democratic Republic of the Congo, Gabon, Ghana, Kenya, Liberia, Malawi, Mali, Mauritania, Niger, Nigeria, Republic of Guinea, Senegal, Sierra Leone, Tanzania, Togo, Uganda, Union of the Comoros, Zambia

2.3  Report on implementation of the duty of care plan

The report on the Bolloré Group's 2020 duty of care plan is divided into several areas:

• infographic on the implementation of the Bolloré Group's duty of care plan;
• focus on structuring the Group's responsible procurement approach;

• illustration of the Group's duty of care cycle approach and proposal of concrete examples for 2020;
• table of duty of care indicators.

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2.3.1.  INFOGRAPHIC ON THE IMPLEMENTATION OF THE BOLLORÉ GROUP'S DUTY OF CARE PLAN

	2017 to 2019	2020
Risk mapping	• Pooling of the duty of care approach with the Group CSR	• Launch of the human rights questionnaire on the Bolloré Transport
	strategy (definition of a duty of care risk universe and	& Logistics scope to refine the mapping of Group human rights risks
	rating of CSR risks with the management committees).	(see chapter 2 - 1.2.2. Acting with integrity when conducting our
	• Prioritization of the human rights theme (implementation	business and promoting human rights in our activities)
	of a steering committee and development of a specific BTL	• Development and configuration of an assessment tool to evaluate
	cartography incorporating in-depth geographical criteria)	the degree of care to be provided for suppliers and subcontractors
		constituting the supply chain
Actions	Cross-business duty of care actions:	Actions carried out
implemented	• Formalization of CSR risk management frameworks within	Continued deployment of the Group human rights action plan
	the Group's EFPSs, regularly updated and supplemented	1) Improved communication of tools and processes by solidifying
	by the control workshops organized with the risk-bearing	the network of contacts and using Group newsletters
	business lines	2) Formalization of the ethics system and refinement of risk mapping
	• Development of the duty of care cycle approach.	for both direct entities and the supply chain
	• Formalization of the Group's ethical approach	3) Deployment of an awareness-raising campaign with the
	and the whistleblowing system, continued in 2020	development and dissemination of a duty of care and human rights
	• Pilot mission in Republic of Côte d'Ivoire to compare	e-learning course for all employees
	the Group's risk universe with operational reality	(see chapter 2 - 1.2.2. Acting with integrity when conducting
	Environment	our business and promoting human rights in our activities)
	• Group environmental risk management framework	Development of the climate strategy
	(see chapter 2 - 1.2.3 Innovating in response to major	• First phase of the carbon review in support of expert firms
	environmental challenges)	• Defining carbon targets and construction of the climate roadmap
	• Establishment of a working group to respond to the CDP	(in progress): this approach will be submitted for validation
	and initiate a climate strategy	to General Management
	Health and safety of people	(see chapter 2 - 1.2.3. Innovating in response to major environmental
	changes).
	• Group health/security risk management framework
	(see chapter 2 - 1.2.1. Uniting and protecting	Publication of the enhanced ethical framework
	the company's greatest strength, its men and women),	• Publication of the Group Ethics & CSR Charter
	applicable to both direct employees and employees	• Publication of the Code of Conduct
	of subcontracting companies	• Finalization of the roll-out of the whistleblowing system
	• Development and enhancement of certifications	Structuring of a Duty of care purchasing approach
	for our activities
		• Publication of the Responsible Purchasing Charter and of a CSR
	Ethics and human rights	clause
	• Group social risk management framework	• Raising awareness among the central and local procurement teams
	• Group human rights risk management framework	to ensure the proper use of tools in each family
	• Framework for managing societal risks	• Launch of a refined risk mapping approach within the supply chain
	• Formalization of the Group Human Rights Charter	Update of social, environmental and societal risk management
	and of an action plan
	• Formalization of the Diversity & Inclusion Charter	frameworks within the 2020 EFPS
	and diversity action plan deployed by BTL HRD	• Development of Group objectives by CSR risks identified, validated
	(see chapter 2 - 1.2.2. Acting with integrity when	by the Ethics - CSR and Anti-corruption Committee
	conducting our business and promoting human rights	Illustration of the Group's approach through examples of 2020 duty
	in our activities)
		of care cycles
		• Duty of care cycle in response to the health crisis
		• Duty of care cycle for hazardous material storage and transport
		procedures
		• Duty of care cycle for Bolloré Logistics' mining activities

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