AFD - 2018 Registration document

CORPORATE GOVERNANCE Report on corporate governance

The Board of Directors appoints an Audit Committee and a Group Risk Committee, composed of three to five qualified financial and risk analysts. The Audit Committee provides the Board of Directors with an opinion on the financial statements, as often as required and at least once a year. The Risk Committee advises the Board of Directors on AFD Group’s overall strategy and risk appetite. The Agency borrows over the short, medium and long term in France and abroad, either through financial organisations, or by issuing bonds, notes, securities or any other debt instrument. It performs all financial transactions required for its activities. The Agency’s transactions are recorded in accordance with the rules concerning trade and in compliance with regulations governing

credit institutions. A Government Commissioner appointed by the Minister of the Economy performs the duties set out in Article L.615-1 and Articles D.615-1 to D for the Agency. 615-8 of the French Monetary and Financial Code. The Agency’s financial statements are audited by two statutory auditors appointed pursuant to the provisions of Articles L.511-38, D.511-8, D.511-9 and D.612-53 to R.612-60 of the French Monetary and Financial Code. The statutory auditors are bound by the obligations set out in Article L.511-38. Article R.515-19 of the French Monetary and Financial Code stipulates that the Board of Directors must meet at least four times a year when convened by its Chair. During 2018, the Board of Directors and its specialised committees met 35 times.

3.1.4 Compensation and benefits of the executive offices

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Total gross compensation (in euros) Rémy Rioux, Chief Executive Officer (start of term, 2 June 2016)

AFD AFD AFD

190,000 160,678

Philippe Bauduin, Deputy Chief Executive Officer (start of term, 12 July 2016) Jérémie Pellet, Associate Chief Executive Officer (end of term, 30 November 2018) 148,295 There are no benefits in kind, special retirement schemes, stock option plans or variable compensation for AFD’s executive officers. 3.1.5 COMPENSATION AND SOCIAL BENEFITS OF CORPORATE OFFICERS AFD’s directors receive no payment or benefits in kind. 3.1.6 Other information 3.1.6.1 Any limitations that the Board of Directors makes to the powers of the Chief Executive Officer (article L225-37-4 of the French Commercial Code) 3.1.6.3 The specific terms and conditions of shareholder participation in the general meeting or the provisions of the bylaws that provide for such terms and conditions (Article L225-37-4 of the French Commercial Code) N/a 3.1.6.4 Report of the statutory auditors drawn up pursuant to Article L.225-235 of the French Commercial Code on the Board of Directors’ report on corporate governance

Unlike commercial companies, AFD’s EPIC (industrial and commercial public undertaking) status does not permit it to limit the powers granted to the Chief Executive Officer by the Board of Directors. The powers granted to the CEO are laid down in AFD’s Bylaws and the Chief Executive Officer exercises them with respect for the rights of the Board of Directors. 3.1.6.2 Summary table of the valid delegations

The observations required by Article L.225-235 of the French Commercial Code are set out in the statutory auditors’ report on the annual financial statements. 3.1.6.5 Items likely to have an impact in the event of a takeover or exchange offer (Article L.225-37-5 of the French Commercial Code) Among the items referred to in Article L.225-37-5 of the French Commercial Code, there is no item that may have an impact in the event of a takeover or exchange offer.

granted by the general meeting of shareholders with respect to capital increases, pursuant to Articles L.225-129-1 and L. 225-129-2 of the French Commercial Code, showing the use made of those delegations during the financial year

N/a

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REGISTRATION DOCUMENT 2018