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

Definition of powers and responsibilities Rules governing delegation define the operating powers attached to each level of the organization and organize the control of functional decisions for all Axway entities. The decision-making levels selected reflect a balance between the autonomy of the business divisions integrating an extended geographic coverage and the controls and limitations that are also necessary. The rules governing delegation are regularly reviewed in order to take into consideration any changes in the Company. Human Resources management policy The Company ensures the appropriate development of its Human Resources management policy and strives to retain the personnel who are key to its offerings, development processes, implementation methods and marketing approach. The Human Resources Department has set up measures aiming to optimize the development of each employee’s career path. This development is guided by a career evaluation and tracking procedure, inspired by the needs of the Company. This procedure includes key moments for evaluating skills and performance and reviewing working conditions: annual employee appraisals and monitoring by HR Business Partners, which are used to define individual action plans (training, mentoring, role playing). Details of the measures aimed at mastering Human Resource management and the principal indicators are laid out in ChapterǾ2 “Corporate responsibility”. IT systems Management of the IT systems is the responsibility of the IT Department, reporting to the Administrative and Finance Department, which directly supervises its activity and resolves any discrepancies. This entity is in charge of IT resources (including procurement) and implementation of security processes, and is also responsible for developing or selecting the applications to be used to meet the Company’s internal needs. By continuously working on the upgrade of the IT system, this department supports Axway’s growth in all its aspects: organic growth, integration of acquisitions, geographical expansion, and integration of industry developments such as cloud services. The objectives of this department are to adapt the information system as effectively as possible to the Company’s operating requirements, and to ensure the physical and logistical security of data to which permanent access must be guaranteed due to the service requirements in an international environment. The tools made available are adapted to the users’ needs and each one is duly informed. Systems for backing up data, monitoring infrastructures, and controlling access to sites and IT applications are thus deployed universally.

Procedures The Company has procedures for which the Operational and Functional Departments are responsible for implementation, maintenance and appropriation through a training program. Each operating division has a unit in charge of defining, deploying, industrializing and monitoring procedures, methods and tools. The procedures are, in part, grouped together in the Quality Management System (QMS) accessible at all times through a collaboration and capitalization portal. Operating manuals are also produced by operational or functional units in dedicated spaces on this portal. One of the main goals of the procedures is to manage the risks identified by the Company and cover operating activities: the progression and development of products and solutions (Axway Product Development Process, Axway Development Methodology); product support and maintenance (Global Support Policies and Procedures Guide); implementation of solutions comprising on premise implementation projects (Axway Solution Implementation Methodology) and cloud activities; the marketing (Go-to-Market Program Suite, New Product Introduction, Demand Generation) and sales activities (Sales policy); as well as support processes (Human Resources, Infrastructures and IT systems, Finance and Legal and Administrative functions). Axway procedures are rolled out as rapidly as possible following acquisitions. The Company also has procedures relating to management of the IT system (ISMS), which are based on the principles of ISO/ CEI standards 27001-27002 and 27005 and which aim to ensure that IT systems are protected in terms of access, use, disclosure, disruption, modification or destruction. The Company’s IT systems security policy was designed to protect not only the Company’s internal data but also that of its clients and partners. In parallel, internal messages sent on a regular basis to operational and functional managers provide further details on the implementation of the procedures and information on new rules. b. Internal dissemination of information Steering meetings are at the core of the information dissemination system and are currently held in all operational and functional entities. Steering meetings are held within the Business Units, operating divisions, functional divisions and Executive Committee. The companies acquired by Axway are integrated as soon as possible into this system. This system is designed not only to organize the dissemination of information, ascending to Executive Management and descending to the operating divisions and functional divisions, but also to direct,

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AXWAY - 2017 REGISTRATION DOCUMENT