AFD // 2021 Universal Registration Document

CORPORATE GOVERNANCE 3 Remuneration policy and practices

Name of the convention

Additional information

WITH THE EIB Agreement for the deployment of “Junker Plan ɸ 1” in French Overseas Departments and Collectivities. WITH THE NGOS N/A New agreements authorised by the Board of Directors WITH THE NGOS N/A WITH PROPARCO Service agreement between AFD and Proparco

Agreement signed on 24/12/2021 and which entered into force on 01/01/2022 Agreement signed on 28/07/2021. Impact in 2021: €560K

MENA-facilitated framework agreement

N/A For agreements signed before 2020, the dates of signature were mentioned in the special report of the statutory auditors. Only the dates of the agreements signed during FY 2021 are included in this table.

3.2 Remuneration policy and practices

of the CRDIV directive into French law, argues in favour of exempting AFD from establishing a committee which would, ultimately, not have the power to exercise the prerogatives expected by the regulator. The HR function is the only entity involved in designing and implementing the remuneration policy. The reason for this is that no AFD employee receives variable remuneration (except for profit sharing). 3.2.2 Main features of the remuneration policy 3.2.2.1 Setting remuneration The remuneration of every AFD employee is defined essentially using their salary point: on recruitment, a job level (comprising a range of salary points) is allocated to each individual in accordance with the strict definitions in the Staff Regulations. The salary point value is then determined, within this range, according to the employee’s age, training and experience (there is a strong internal concept of fairness). 3.2.2.2 Remuneration structure Remuneration comprises the following items: P basic salary (Article ɸ 12.1 of the Staff Regulations) For C to G grade employees, the basic salary includes remuneration for all hours worked including overtime indiscriminately. It is calculated by applying the Caisse Française de Développement value to the salary point. It is monthly and payable in arrears (1) ;

3.2.1 Remuneration policy governance Article ɸ L.511-89 of the French Monetary Code, resulting in particular from the implementation of the CRDIV directive, requires that credit institutions and financing companies of “significance” establish an Appointments Committee and a Compensation Committee and refers to a decree from the Minister of the Economy for the definition of “significance”. Article ɸ 104 of the Decree of 3 ɸ November 2014 uses, as the sole criteria for determining “significance”, the fact that the total company or consolidated balance sheet exceeds €5bn, meaning that these provisions apply to AFD, while the CRDIV directive contains provisions that have not been transposed and which would exempt AFD from establishing these committees. However, the establishment of Appointments Committees and Compensation Committees conflicts with certain bylaw and legal provisions and certain organisational rules on State public undertakings applicable to AFD. With regard to Compensation Committees, pursuant to Article ɸ 76-2 and Article ɸ 95-1 of the CRDIV directive, governments are only obliged to stipulate that Compensation Committees are established in undertakings that are “significant” in terms of their size, but also in terms of their internal organisation and the nature, scope and complexity of their activities. These derogations and criteria established by the CRDIV directive and Article ɸ L.511-89 of the French Monetary and Financial Code were not specified in the Decree of 3 ɸ November 2014. It should be noted that the remuneration paid to all AFD employees, including the Executive Committee and “individuals whose activities have a significant impact on the company’s risk profile”, is determined by AFD’s bylaws on employees. Moreover, no variable remuneration is awarded. This particular characteristic of AFD, together with the partial transposition

(1) Extract from the Staff Regulations.

84

www.afd.fr

2021 UNIVERSAL REGISTRATION DOCUMENT