AFD - Universal Registration Document 2020

CORPORATE GOVERNANCE Remuneration policy and practices

Name of the convention Additional information Agreements and commitments approved in previous financial years which continued to be performed

National Secular Solidarity Committee (Comité National de Solidarité Laïque or CNSL) - Programme for Developing Education Networks in West Africa (final phase Ǿ 2016-2018)

Maximum amount of €910K. All the grant was paid in 2019.

CS_Financing of the three-year activities programme.pdf

A meeting of the Board of Directors on 23 Ǿ February 2017 authorised the conclusion of an agreement with Coordination SUD for €2,943K. All the grant was paid in 2019.

CNSL_Financing of a project to support citizen participation in Colombia.pdf A meeting of the Board of Directors on 13 Ǿ July 2017 authorised the conclusion of an agreement with CNSL for €350K. All the grant was paid in 2019. CNSL_Improvement of the quality of nursery schools in Sri Lanka Grant of €375K approved. In 2020, payment of €167K. To date, the entire grant has been paid. CNSL_ Coalition Education phase Ǿ 2 Grant of €272K approved. In 2020, payment of €101K. To date, the entire grant has been paid. New agreements authorised by the Board of Directors WITH THE NGOS N/A WITH PROPARCO Proparco framework refinancing agreement in sub-investment 2021 The AFD Board of Directors of 8 Ǿ October 2020 authorised the

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conclusion of an agreement with Proparco; the agreement was signed on 25 Ǿ January 2021 for entry into force on 9 Ǿ October 2020. AFD’s Board of Directors’ meeting on 5 Ǿ November 2020 authorised the conclusion of an agreement with Proparco.

Service agreement between AFD and Proparco for the administrative and financial monitoring of certain investments

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 2020 are included in this table.

3.2 Remuneration policy and practices

3.2.1 Remuneration policy governance Article Ǿ L. Ǿ 511-89 of the French Monetary Code, resulting in particular from the implementation of the CRDIV directive, requires that banks 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 Ǿ 104 of the Decree of 3 Ǿ November 2014 uses, as the sole criteria for determining “significance”, the fact that the total company or consolidated balance sheet exceeds €5 Ǿ billion, 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 Ǿ 76-2 and Article Ǿ 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 Ǿ L. Ǿ 511-89 of the French Monetary and Financial Code were not specified in the Decree of 3 Ǿ 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. Moreover, no variable remuneration is awarded. This particular characteristic of AFD, together with the partial transposition 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).

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2020 UNIVERSAL REGISTRATION DOCUMENT