EXEL industries - 2019 Universal Registration Document

Report on Corporate Governance 6 Board of Directors

Workings of the Audit Committee The Audit Committee is a consultative body which must report regularly to the Board of Directors on the performance of its duties and inform it of any problems encountered. For the 2018/2019 fiscal year, the Audit Committee met twice preceding the meeting of the Board of Directors which approved the half-year and annual fi nancial statements: „ on May c 27, 2019, regarding the consolidated fi nancial statements of the fi rst half-year of 2018/2019;

„ on December c 16, 2019, regarding the consolidated and annual fi nancial statements for the 2018/2019 fi scal year. It immediately reported on its meetings to the Board of Directors, as noted by the Board of Directors at its meetings held on May c 28, 2019 and December c 13, 2019.

6.5.2 Remuneration and Appointments Committee

On April c 14, 2014, the Board of Directors formed a Remuneration and Appointments Committee (R&A Committee). This Committee is composed of two independent directors, SAS JUMP’TIME represented by Mr. Claude LOPEZ and Mrs. Pascale AUGER, and the Chairman of the Board of Directors. It is chaired by SAS JUMP’TIME represented by Mr. Claude LOPEZ. The Committee is responsible for presenting proposals or recommendations to the Board of Directors, particularly in order to: „ choose corporate o ffi cers;

„ set their remuneration and bene fi ts, using criteria based on each one’s quali fi cations, experience and responsibilities; „ make proposals on the attendance fees to be allocated to directors by the Board of Directors; „ assist in the preparation of resolutions of the Board of Directors in these areas.

Board of Directors

6.6

The Chairman of the Board of Directors, the Chief Executive O ffi cer and the other executive corporate o ffi cers of the subsidiaries do not have employment contracts in addition to their corporate o ffi ces. Furthermore, they do not have special supplementary retirement plans (Top Hat plans) or options to subscribe for shares reserved for executive o ffi cers or special severance bene fi ts payable if they cease to exercise their functions (golden parachutes), but they do bene fi t from health insurance and employee welfare arrangements. The Chief Executive O ffi cer and executive corporate o ffi cers, except for the Chairman of the Board of Directors, also bene fi t from a social security regime for company managers called the Garantie Sociale des Chefs d’Entreprise (GSC). With the assistance of the Chief Executive Officer, the Deputy Chief Executive O ffi cers, the Audit Committee, the Remuneration and Appointments Committee and of any other quali fi ed or expert individual it might need, the Board of Directors fully exercises its role of setting the Group’s strategic direction and approving the strategy presented by the Chief Executive O ffi cer. Since April c 22, 2011, the functions of the Chairman of the Board of Directors have been separate from those of the Chief Executive O ffi cer. From December c 17, 2019, the Group’s Chief Executive O ffi cer is Mr. Yves BELEGAUD. Composition of the Board of Directors EXEL Industries is managed by a Board of Directors that currently has seven members including two women, each owning at least one share of the Company in accordance with Article c 14 of the Articles of Association except for the director representing employees.

Corporate Governance EXEL Industries group is majority owned by the Ballu familywith some members serving as corporate o ffi cers. The Company is therefore committed to the principles of ethical business conduct, good corporate governance and sustainability. In structuring its governance arrangements, the Company refers to the recommendations contained in the Middlenext Code of Governance published in December c 2009 and revised in September c 2016, as it considers that the Code is suitable for the Company’s governance arrangements and for its shareholder structure. This Code is available on the Middlenext website (www.middlenext.com). The Board of Directors endeavors, throughout the fi scal year, to ensure that these recommendations are taken into account. The Board of Directors puts the various recommendations formulated to date by the Middlenext Code of Corporate Governance into practice, while taking into account the speci fi c features of EXEL Industries. In particular, the Board of Directors has again conducted a self- assessment process which was again led by Mr. Claude LOPEZ, adopting the following practical arrangements: „ a self-administered, personal questionnaire to be completed every two years; „ in June; „ followed by a personal interviewwith each of the directors; „ with a summary report and recommendations presented to the Board of Directors. The objective is to improve the way the Board of Directors works and thus help to improve governance.

EXEL Industries Group I 2019 Universal Registration Document

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