AFD - 2019 Universal registration document

CORPORATE GOVERNANCE Report on corporate governance

set out in Article Ǿ L.615-1 and Articles Ǿ D.615-1 to D. Ǿ 615-8 of the French Monetary and Financial Code for the Agency. The Agency’s financial statements are audited by two statutory auditors, appointed pursuant to the provisions of Articles Ǿ L.511- 38, D. Ǿ 511-8, D. Ǿ 511-9 and D. Ǿ 612-53 to R.612-60 of the French Monetary and Financial Code. The statutory auditors are bound by the obligations provided for in Article Ǿ L.511-38. Article Ǿ R.515-19 of the French Monetary and Financial Code stipulates that the Board of Directors shall meet at least four times per year when called by its Chairman. During 2019, the Board of Directors and its specialised committees met 34 Ǿ times.

on the Agency’s financial statements, the effectiveness of its internal control and the management of its risks. 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

3.1.4 Compensation and bene fi ts to the executive of fi ces In accordance with Act No 2005-842 of 26 Ǿ July Ǿ 2005 on economic trust and modernisation, please see below for the compensation paid in 2019 to each corporate officer: TOTAL GROSS COMPENSATION (IN EUROS) P Rémy Rioux, Chief Executive Officer (start of term, 02/06/2016): 213,535; P Bertrand Walckenaer, Associate Chief Executive Officer (start of term, 14/02/2019): 142,892; P Philippe Bauduin, Deputy Chief Executive Officer (start of term, 12/07/2016): 160,825. 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 bene fi ts of corporate of fi cers 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 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 L.225-37-4 of the French Commercial Code) Not applicable. 3.1.6.4 Report by the statutory auditors drawn up

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places on the powers of the Chief Executive Officer (Article L.225-37-4 of the French Commercial Code)

pursuant to Article L.225-235 of the French Commercial Code on the Board of Directors’ report on corporate governance The observations required by Article Ǿ 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 Ǿ 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.

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

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 how those delegations were used during the financial year

Not applicable.

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UNIVERSAL REGISTRATION DOCUMENT 2019