AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Administrative bodies and executive management

3.1.11 Code of Corporate Governance The Company decided to adopt the recommendations of the Middlenext Code of Corporate Governance for small and mid caps in SeptemberǾ2016, owing to its compatibility with the size of the Company and its capital structure. The Board of Directors has reviewed the principles of this Code.

The Company applies a number of recommendations included in the Middlenext Code and intends to adapt its internal process on a gradual basis with each passing fiscal year. However, for the fiscal year ended 31ǾDecember 2017, the status of the application of the Code’s recommendations is as follows:

Recommendation no. Purpose of the recommendation

Applied

Explained

1 2 3 4 5 6 7 8 9

Compliance for Board members

Partially

(1)

Conflicts of interest

Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Composition of the Board – Independent directors on the Board

Board member information

Organization of Board and Committee meetings

Creation of committees

Introduction of Board internal regulations

Partially

(2)

Selection of directors Directors’ term of office Directors’ compensation

3

10 11 12 13 14 15 16 17 18 19

Introduction of Board evaluation Relations with shareholders

Definition and transparency of the compensation of executive officers

Preparation of succession plans for senior executives Combination of employment contract and directorship

Severance pay

Supplementary pension plans

Stock options and bonus share grants

Watch-points

Partially

(3)

(1) The members of the Board of Axway have not expressly signed the internal regulations of the Board. However, they have all accepted its contents, since they approved its amendment during the Board meeting of 28bJuly 2015. (2) This recommendation is followed, with the exception of the full publication of the internal regulations. Nevertheless, the limitation of the powers of the Company’s Chief Executive Officer, and the roles of the Chairman and Vice-Chairman as set forth in the Company’s internal regulations are presented in Chapterb2, Sectionb2, Point 4.1.2 “Provisions governing the organization and working procedures of the Board of Directors” of this Registration Document. The main provisions of the Company’s internal regulations can be communicated to any shareholder at their request. (3) The watch-points are reviewed annually during the first half of each year. As such, the watch-points will be reviewed during the first half ofb2018 in order to include the last quarter ofb2017. The Company took this approach so as to ensure that the review covered a sufficient period of time.

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AXWAY - 2017 REGISTRATION DOCUMENT