AFD - 2019 Universal registration document

CORPORATE GOVERNANCE Report on corporate governance

3.1.3 The Board of Directors 3.1.3.1 Composition of the Board of Directors In accordance with Article Ǿ R.515-17 of the French Monetary and Financial Code, the Board of Directors includes the following members, aside from its Chairman: P 5 representatives of the French State; P 4 Ǿ members appointed for their expertise in economic and financial matters; P 1 Ǿ member appointed for his expertise in ecological and sustainable development issues; P 1 Ǿ member appointed for their expertise in migration matters; P 4 Ǿ members of Parliament (two deputies and two senators); P 2 elected representatives of AFD’s staff. Each member of the Board of Directors can be substituted by an alternate, who is appointed under the same conditions as the permanent member, in the event of a scheduling conflict or absence. The Chair of the Board of Directors is appointed by decree based on the report of the French Minister in charge of the Economy, the French Minister in charge of Cooperation, the French Minister in charge of the French Overseas Departments and Collectivities and the French Minister in charge of Immigration. The age limit applicable to the Chairman of the Board of Directors is 70 Ǿ years of age. He or she casts the deciding vote in the event of a tie. If the Chair is absent, he or she is replaced by the eldest of the State representatives. Members of the Board of Directors have a three-year term. However, the term on the Board of Directors of members of Parliament ends when they cease to be members of the assemblies to which they were elected. Members of the Board of Directors are not paid. However, the Chair of the Board of Directors receives compensation, the amount of which is set by joint decree by the French Ministers in charge of the Economy, Cooperation and French Overseas Departments and Collectivities. AFD strives to better meet the principle of balanced representation of women and men on the Board, in particular when renewing offices. At the end of December Ǿ 2019, there were 35 Ǿ members. Of the 31 who had been duly appointed (16 permanent and 15 alternate), 13 were women (6 permanent and 7 alternate directors), representing 37.1% of the members and 41.9% of the seats filled.

Philippe Bauduin returned to the headquarters of Agence Française de Développement (formerly CFD) in 1998 to take over as Director of the Banking Division in the French Overseas Departments and Collectivities Department. In September Ǿ 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. He became Chief Executive Officer in 2008. In 2009, he was appointed AFD Director in Pointe-à-Pitre for Guadeloupe, Saint-Martin and Saint-Barthélemy. In 2012, he was seconded to Société Immobilière de la Guadeloupe (SIG) as interim Chief Executive Officer. In 2013, Philippe Bauduin became AFD Chief Financial Officer, before being appointed Deputy Chief Executive Officer by Rémy Rioux in July Ǿ 2016. ASSOCIATE CHIEF EXECUTIVE OFFICER: BERTRANDWALCKENAER Since February Ǿ 2019, Bertrand Walckenaer has been Associate Chief Executive Officer of Agence Française de Développement. He was previously Head of the cabinet of the Secretary of State under the Finance Minister. Prior to that, he spent 10 Ǿ years at the Treasury (between 2005 and 2017), where he held a range of business-related positions: industrial restructuring, financing of aerospace exports, monitoring of foreign investments. He also represented the State on the Boards of Directors of Bpifrance, La Poste and CNP Assurances in 2016 and 2017. During this period, he spent two years at the Ministry for Foreign Affairs (2014- 2016), as vice head of the cabinet of the Secretary of State for Foreign Trade. Finally, for one year Bertrand Walckenaer was technical director at the Pouma bush hospital in Cameroon (2010). He is a graduate of AgroParisTech and an international affairs graduate of Université Paris-Dauphine. 3.1.2 Executive Committee Members of AFD’s Executive Committee are appointed by the Chief Executive Officer: P Deputy Chief Executive Officer: Philippe Bauduin; P Associate Chief Executive Officer: Bertrand Walckenaer; P Operations Executive Officer: Jean-Pierre Marcelli; P General Secretary Executive Officer: François Parmantier; P Director of the Finance department: Françoise Lombard; P Human Resources Executive Officer: Martha Stein Sochas; P Risks Executive Officer: Amaury Mulliez; P Strategy, Partnerships and Communication Executive Officer: Laurence Breton-Moyet; P Studies, Research and Knowledge Executive Officer: Thomas Ǿ Melonio; P Chief Executive Officer of Proparco: Grégory Clemente; P Head of the Inspection générale: Eric Baulard.

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UNIVERSAL REGISTRATION DOCUMENT 2019