AFD // 2021 Universal Registration Document

CORPORATE GOVERNANCE Report on corporate governance

P the Studies, Research and Knowledge Executive Officer: Thomas Melonio; P the Chief Executive Officer of Proparco: Grégory Clemente; P the Head of the General Inspection Department: François Parmantier. 3.1.3 The Board of Directors 3.1.3.1 Composition of the Board of Directors In accordance with Article ɸ R.515-17 of the French Monetary and Financial Code, the Board of Directors includes the following members, aside from its Chairperson: P 5 ɸ members representing the French State; P 4 ɸ members appointed for their expertise in economic and financial matters; P 1 ɸ member appointed for his expertise in ecological and sustainable development issues; P 1 ɸ member appointed for their expertise in migration matters; P 4 ɸ members of Parliament (two deputies and two senators); P 2 ɸ 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 Chairperson of the Board of Directors is appointed by presidential 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 Chairperson of the Board of Directors is 70 ɸ years of age. He or she casts the deciding vote in the event of a tie. If the Chairperson 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 Chairperson 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 ɸ 2021, there were 34 ɸ members. Of the 29 ɸ who had been duly appointed (17 ɸ permanent and 12 ɸ alternate), 13 ɸ were women (9 ɸ permanent and 4 ɸ alternate directors), representing 53% of the positions and 45% of the seats filled.

health and tourism sectors. She then joined the equity team, of which she became the head in 2008 in order to structure and develop its activity. In 2011, she became Deputy Chief Executive Officer of Proparco in charge of operations, at the head of a division of around hundred people, in France and abroad. She developed its activity, reviewed the strategy and contributed to a capital increase of €200M. In 2015, she joined AFD as Director for the Mediterranean, overseeing a network of local offices in eight countries of operation. She initiated the development of activities in the Western Balkans and adapted activities in the Middle East in response to the Syrian crisis. She was appointed Executive Operations Director in September ɸ 2018, managing 1,500 ɸ people in charge of approximately €10bn in loans per year. There, she notably oversaw the creation of 17 ɸ Regional Directorates to decentralise management. She took up her duties as Chief Operating Officer on 8 ɸ July 2021. Bertrand Walckenaer, appointed Chief Operating Officer on 8 ɸ July 2021, had been, since February ɸ 2019, Deputy 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 ten 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 ɸ 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. In 2021, the composition of the Executive Committee was as follows: P the Chief Operating Officer: Marie-Hélène Loison; P the Chief Operating Officer: Bertrand Walckenaer; P the Operations Executive Officer: Jean-Pierre Marcelli; P the General Secretary: Sylvie Boyer; P the Director of the Finance Department: Françoise Lombard; P the Human Resources Executive Officer: Martha Stein Sochas; P the Risks Executive Officer: Amaury Mulliez; P the Strategy, Partnerships and Communication Executive Officer: Awaiting appointment; CHIEF OPERATING OFFICER: BERTRANDWALCKENAER

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2021 UNIVERSAL REGISTRATION DOCUMENT