AFD - Universal Registration Document 2020

CORPORATE GOVERNANCE Report on corporate governance

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 set out in Article Ǿ L. Ǿ 615-1 and Articles Ǿ D. Ǿ 615-1 to D.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. Ǿ 511- 38, D.511-8, D.511-9 and D.612-53 to R.612-60 of the French Monetary and Financial Code. The statutory auditors are subject to the obligations provided for in Article Ǿ L. Ǿ 511-38. Article Ǿ R. Ǿ 515-19 of the French Monetary and Financial Code stipulates that the Board of Directors meets at least four times a year when convened by its Chairman. During 2020, the Board of Directors and its specialised committees met 40 Ǿ times.

3.1.4 Remuneration and bene fi ts to the executive of fi cers In accordance with Act No 2005-842 of 26 Ǿ July 2005 on economic trust and modernisation, please see below for the remuneration paid in 2020 to each corporate officer: TOTAL GROSS REMUNERATION (IN EUROS) P Rémy Rioux, Chief Executive Officer (start of term, 02/06/2016): 217,825 P Bertrand Walckenaer, Deputy Chief Executive Officer (start of term, 14/02/2019): 168,253 P Philippe Bauduin, Chief Operating Officer (start of term, 12/07/2016): 160,122 There are no benefits in kind, special retirement schemes, stock option plans or variable remuneration for AFD’s executive officers. 3.1.5 Remuneration and bene fi ts of the Ǿ executive of fi cers AFD’s directors receive no payment or benefits in kind. 3.1.6 Other information 3.1.6.1 Possible limitations that the Board of 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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Directors can place on the powers of the Chief Executive Officer (Article L. 2 25-37-4 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 As part of the specific verifications, the statutory auditors verify the fairness and consistency of the information given in the Board of Directors’ report on corporate governance. 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. Ǿ 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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2020 UNIVERSAL REGISTRATION DOCUMENT