AFD // 2021 Universal Registration Document

CORPORATE GOVERNANCE Report on corporate governance

3.1.3.2 The Directors’ Charter A charter sets out the rights, obligations and rules applicable to all members of Agence Française de Développement’s Board of Directors, special committees or its Audit Committee. All directors, both permanent and alternate, agree to adhere to the guidelines set out in the Charter (confidentiality, banking secrecy and the duty of circumspection, duty to inform, duty of vigilance, ɸ etc.) and to apply them when acting as individuals and as members of a company body called upon to make collective decisions. 3.1.3.3 Conditions for the preparation and organisation of the work of the Board of Directors Pursuant to Article ɸ R.515-18 of the French Monetary and Financial Code, the Board of Directors deliberates on the institution’s strategic orientations implementing the objectives entrusted to it by the State. It approves: the aims and means contract entered into with the State; the agreements listed in Article ɸ R.515-12 (management on behalf and at the risk of the State); the financial aid mentioned in Articles ɸ R.515-9, R.515-10 and R.515-11, as well as the regulations provided in the latter article; the agreements entered into pursuant to the second, third, fourth and fifth paragraphs of Article ɸ R.515-13 (management on behalf of a third party); the annual amount of loans to be taken out by the Agency; the statement of estimates of operating income and expenses; the general terms and conditions on financial aid; the annual financial statements and the management report prepared by the Chief Executive Officer; the purchase and sale of properties; the creation or abolition of local offices or representations; transactions on Agency interests and arbitration clauses; and the appointment of statutory auditors. The Board of Directors is informed of quality assessments, analyses and evaluations regarding the Agency and its operations. The Board of Directors’ operations are formally set out in the internal regulations, in accordance with Article ɸ R.515-19 ɸ II of the French Monetary and Financial Code. The internal regulations define the procedure for consultation of the Board’s members by the Chairperson remotely for urgent deliberations. This procedure at the least defines a minimum consultation time, quorum rules and the right of any member of the Board and the Government Commissioner to oppose this consultation procedure. 3.1.3.4 Conflicts of interest To the Agency’s knowledge: P there are no family ties between the Agency’s corporate officers. Moreover, over the last five years, no corporate officershavebeensubject toaconviction for fraud, bankruptcy, receivership or liquidation, an official public accusation and/ or penalty pronounced by the legal or regulatory authorities, nor have been prevented by a court from acting as a member of an administrative, management or supervisory body or from managing company affairs; P there are no potential conflicts of interest regarding the duties of any of the Directors vis-à-vis the Agency and their private interests and/or other duties;

P at the time of writing, no corporate officer was related to the Agency or one of its subsidiaries by a service contract that provided for the granting of any benefits. 3.1.3.5 The specialised committees of the Board of Directors The Board of Directors may delegate a part of its powers, to the degree that it determines, to three specialised committees (for operations in the French Overseas Departments and Collectivities, for operations in foreign countries and for supporting the initiatives of non-governmental organisations). The specialised committee for activities in the French Overseas Departments and Collectivities includes three representatives of the French State, two of whom are appointed by decree of the Minister responsible for the French Overseas Departments and Collectivities and the third appointed by decree of the Minister of the Economy. The specialised committee for activities in foreign countries includes five representatives of the French State, two of whom are appointed by decree of the Minister of Foreign Affairs, a further two of whom are appointed by the Minister of the Economy and the fifth appointed by decree of the Minister of Immigration and Solidarity-based Development. The specialised committee for supporting the initiatives of non-governmental organisations includes four representatives of the French State, two of whom are appointed by decree of the Minister of Foreign Affairs, the third appointed by decree of the Minister of the Economy and the fourth appointed by the Minister of Immigration and Solidarity-Based Development. In addition, each specialised committee includes two qualified experts appointed by the Board of Directors (one of whom sits on the Board) and one of the staff representatives on the Board of Directors chosen by these representatives. These specialised committees may be supplemented by one or several members of the Board of Directors at its own discretion. The specialised committee for operations in the French Overseas Departments and Collectivities and the specialised committee for operations in foreign countries are chaired by the Chairperson of theBoard of Directors. The specialised committee for supporting the initiatives of non-governmental organisations is chaired by the Chairperson of the Board of Directors or by a member of the Board of Directors whom she appoints from among the representatives of the French State. For the members of specialised committees, other than the Chairperson and the members of the Board of Directors, an alternate is appointed under the same conditions as the permanent member. The term limit for members of the specialised committees and the conditions for their possible replacement are the same as those set for the members of the Board of Directors. The specialised committees may decide to submit any business within their remit to the Board of Directors. In such cases, they give the Board their opinion on the business referred to it. The Board of Directors may also delegate a part of its powers to the Chief Executive Officer, who reports back to the Board about the decisions that he made under this delegation. 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 its opinion to the Board of Directors whenever necessary and at least yearly 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.

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2021 UNIVERSAL REGISTRATION DOCUMENT