EXEL industries - 2019 Universal Registration Document

Report on Corporate Governance

Committees

Corporate governance and administrative bodies of Ƥ EXEL Ƥ Industries SA

6.4

Chairman of the Board of Directors „ Mr. Patrick BALLU

Board members „ EXEL SAS, represented by Mrs. Marie-Pierre du CRAY-SIRIEIX A company appointed a director by the AGM of February c 2, 1995, and subsequently reappointed, most recently by the AGM of February c 9, 2017, for a term of o ffi ce expiring at the end of the AGM called to approve the 2022 fi nancial statements. „ Mr. Guerric BALLU As Mr. c Guerric BALLU’s term as a director is set to end at the end of the AGM called to approve the 2019 fi scal year fi nancial statements, the Annual General Meeting of March c 12, 2020 will decide, on the proposal of the Board of Directors, whether to renew the term or not. „ Mr. Marc BALLU Appointed by the AGM of January c 24, 2012, and subsequently reappointed, most recently by the AGM of February c 7, 2018, for a term of o ffi ce expiring at the end of the AGM called to approve the 2023 fi nancial statements.

Appointed as Chairman and Chief Executive Officer on September c 13, 1980 and subsequently reappointed, lastly by the Annual General Meeting (AGM) of February c 9, 2017, for a term of o ffi ce expiring at the end of the AGM called to approve the 2022 fi nancial statements. The Board meeting of April c 22, 2011 decided to modify corporate governance procedures involving a separation of the powers of executive management. Pursuant to this change, Patrick BALLU retained his responsibilities as Chairman of the Board of Directors. Lastly, at the Board meeting of February c 9, 2017, it was decided, in accordance with the Articles c of Association, to reappoint Patrick BALLU as Chairman of the Board of Directors for a term concurrent with his term as a Director of the Board which expires at the end of the AGM called to approve the 2022 fi nancial statements. Chief Executive O ffi cer „ Mr. c Yves Belegaud By a decision of the BD of December c 17, 2019, Guerric BALLU was relieved of his duties as Chief Executive O ffi cer. On December c 17, 2019, the BD appointed Mr. c Yves Belegaud as Chief Executive O ffi cer. Deputy Chief Executive O ffi cers „ Marc BALLU, Franck BALLU and Cyril BALLU The Board of Directors of December c 17, 2019 decided to retain the three Deputy Chief Executive O ffi cers in their positions.

Independent directors „ Mrs. Pascale AUGER

6

Chairman of Corporate Angel. Appointed by the AGM of February c 7, 2018, for a term of o ffi ce expiring at the end of the AGM called to approve the 2023 fi nancial statements. „ SAS JUMP’TIME , represented by its Chairman, Mr. Claude LOPEZ A company appointed a director by the Annual General Meeting on January c 12, 2016, for a term of o ffi ce expiring at the end of the AGM called to approve the 2021 fi nancial statements.

Director representing employees „ Mr. Sylvain MACCORIN

Appointed by the AGM of February c 7, 2018, for a term of o ffi ce expiring at the end of the AGM called to approve the 2020 fi nancial statements.

Committees

6.5

6.5.1 Audit Committee

Audit Committee role and members In accordance with Article c L.823-19 of the French Commercial Code, the Board of Directors formed an Audit Committee as of December c 9, 2011. This Committee is composed of two independent directors: Mrs. Pascale AUGER, Chairman of the Committee and SAS JUMP’TIME represented by Mr. Claude LOPEZ. The Audit Committee is charged primarily with overseeing: „ the audit of the annual fi nancial statements; „ monitoring the preparation of the consolidated fi nancial statements; „ the e ffi ciency of the internal control and risk management systems;

„ the valuation of the current agreements; „ the quality of fi nancial information; „ and the quality of thework of the StatutoryAuditors and the quality of the information they receive. For this purpose, the Committee analyzes, oversees and gives its opinion on the accuracy and fairness of the consolidated fi nancial statements, the e ff ectiveness of the internal control and opportunity and risk management (ORM) processes, and the observance of corporate social and environmental responsibilities (CSR).

EXEL Industries Group I 2019 Universal Registration Document

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