AFD - 2018 Registration document

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CORPORATE GOVERNANCE Report on corporate governance

3.1 Report on corporate governance

3.1.1 Separation of the functions of Chairman and Chief Executive Officer

This report on corporate governance was prepared by the Board of Directors pursuant to the last paragraph of Article L.225-37 of the French Commercial Code as amended by Order No. 2017- 1162 of 12 July 2017.

In accordance with the transposition of the European Parliament and Council directive 2013/36/EU of 26 June 2013 (“CRD IV”) by order No. 2014-158 of 20 February 2014, by decree No. 2014-1315 of 3November 2014 and by decreeNo. 2014-1316 of 3 November 2014, AFD, as a financing company, separates the functions of Chairman and Chief Executive Officer.

At 31 December 2018, General Management (1) was as follows:

AFD position appointment

Other mandates and positions

Director, Chairman of the Proparco Board of Directors Alternate EIB Director Director of Proparco Director of Fisea Director of the Société Immobilière de Nouvelle Calédonie

Rémy Rioux

Chief Executive Officer (CEO) Three-year term, decree published on 25 May 2016

Philippe Bauduin

Deputy Chief Executive Officer Indefinite term, memorandum of instruction AFD/ DGL NI – 2016-67 of 6 July 2016

Awaiting appointment

Associate Chief Executive Officer

CHIEF EXECUTIVE OFFICER: RÉMY RIOUX A Senior Member of the Auditor General’s Department, Rémy Rioux has held positions in France in support of development and of Africa. As Director of the Office of the French Minister of the Economy, Finance and External Trade from 2012 to 2014, he took part in the work to consolidate the public accounts and on the competitiveness of the French economy. In 2014, hewas appointed Deputy General Secretary at the French Ministry of Foreign Affairs and International Development. He was at the heart of economic diplomacy policy. He also coordinated the finance agenda for the French presidency of COP21 up to the final negotiation of the Paris Agreement on climate change. In June 2016, he assumed the management of the Agence Française de Développement. DEPUTY CHIEF EXECUTIVE OFFICER: PHILIPPE BAUDUIN Recruited to the Caisse Centrale de Coopération Économique in 1983, Philippe Bauduin was assigned as an officer to the Papeete agency. In 1987, he joined the French Guiana Development Finance Company (Sofideg) a subsidiary of the

Caisse Centrale as Head of the Corporate and Housing Credit Department. His career continued with two assignments in Africa. Firstly, he was adviser to the Chief Executive Officer of the National Bank of Economic Development of Burundi in Bujumbura from 1992 to 1995. He subsequently served as Secretary General of the Guarantee Fund for Private Investment in West Africa at the West African Development Bank in Lomé from 1995 to 1998. He set up and organised this fund to support credit institutions in the 18 member countries of the Economic Community of West African States (ECOWAS). Philippe Bauduin returned to the headquarters of the Caisse in 1998 to take over as Director of the Banking Division in the French Overseas Departments and Collectivities Department. In September 2002, he was appointed Deputy Chief Executive Officer at the Caledonian Investment Bank (BCI) in Nouméa, which at the time was a subsidiary of AFD. As part of his duties, he was seconded to BRED in 2006 for three years. In 2009, he was appointed AFD Director for Pointe-à-Pitre. In 2013, following a six-month secondment to the Guadeloupe Social Housing Company (SIG) to serve as interim Chief Executive Officer, Philippe Bauduin was appointed AFD’s Financial Director.

(1) The Chief Executive Officer, Deputy Chief Executive Officer and Associate Chief Executive Officer are executive officers according to Article L. 511-13 of the French Monetary and Financial Code.

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REGISTRATION DOCUMENT 2018