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

Report of the Board of Directors on corporate governance and internal control

Selection, Ethics and Governance Committee The Selection, Ethics and Governance Committee was created on 22ǾMay 2012. Following the renewal of the directors’ terms of office and the decisions made by the Board of Directors after this General Meeting, its members are:

The Remuneration Committee is composed of three to six members who are appointed by the Board of Directors. The Remuneration Committee may be convened when requested by its Chairman or by two of its members. The Remuneration Committee met four times during the course of the year ending 31ǾDecember 2017, and had as its primary duties: ● to propose the fixed and variable compensation and benefits granted to corporate officers and to the Company’s main senior executives; ● to verify the application of rules defined for calculation of their variable compensation; ● to verify the quality of the information provided to shareholders on remuneration, benefits, options and directors’ fees granted to corporate officers and the Company’s main senior executives; ● to prepare the policy for granting (in particular, to determine the beneficiaries and the conditions for granting) stock options and bonus shares; ● to prepare decisions concerning employee savings. Evaluation of the Board of Directors The Board of Directors decided to introduce annual self- evaluation of its working procedures in accordance with the recommendations of the MiddleNext Code. This self-evaluation aims, in particular, to check that the Board has all the items of information needed to take informed decisions and to consider any requests for changes to the Board’s working procedures. The self-assessment questionnaire was amended to take into account the changes recommended by the model self- assessment questionnaire drafted by MiddleNext. The Board of Directors’ self-evaluation is always conducted at the end of the fiscal year in question so as to ensure that all areas for improvement have been identified. Other information required bybArticlebL.b225-37 of the French Commercial Code Specific procedures relating to the participation of shareholders in General Meetings The main provisions of the Articles of Association relating to General Meetings and the rights and obligations of shareholders are included in ChapterǾ7, SectionsǾ3 and 4 of the Registration Document.

● Kathleen Clark Bracco (Chairman);

Pierre Pasquier; Hervé Déchelette;

●

●

Pascal Imbert;

●

● Pierre Yves Commanay.

The Selection, Ethics and Governance Committee is composed of the Chairman of the Board of Directors and from three to six Board members who are appointed by the Board of Directors. The Committee may be convened when requested by its Chairman or by two of its members. It meets prior to the approval of the agenda of the Annual General Meeting, to review draft resolutions that will be submitted to it concerning the positions of members of the Board of Directors. It met four times inǾ2017 and its main responsibilities were: ● to make proposals for appointment of members to the Board of Directors and corporate officers, particularly in cases of unplanned vacancies; ● to assess the Board of Directors and the functioning of corporate governance; ● to ensure that in all of the Group’s business segments, in all the subsidiaries that it controls, in all communications that it delivers and all acts accomplished in its name, the Group’s values are respected, defended and promoted by its corporate officers, its senior executives and its employees; ● to verify the application of rules of good governance in the Company and in its subsidiaries; ● to assess the status of the independent members of the Board of Directors pursuant to the Board’s decisions on this subject; ● to inform and propose changes that it deems useful or necessary to support the operations or composition of the Board of Directors; ● to take into account any legal and regulatory changes inǾ2017. Remuneration Committee The Remuneration Committee created on 22ǾMay 2012 was, in the framework of the renewal of the directors’ terms of office, reappointed by the Board of Directors. Its members are:

3

● Pascal Imbert (Chairman); ● Kathleen Clark Bracco;

Hervé Déchelette;

●

● Yves de Talhouët;Ǿand ● Pierre Yves Commanay.

95

AXWAY - 2017 REGISTRATION DOCUMENT