Derichebourg // 2020-2021 Universal Registration Document

04

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Overview of governance 4.1

95

Corporate Governance Code and internal regulations 4.1.1

95 95

Governance structure 4.1.2

4.2

Board of Directors

96

Rules applicable to the appointment and replacement of members 4.2.1

96 97

Composition of the Board 4.2.2

Conflicts of interest 4.2.3

105 106

Duties and functioning of the Board 4.2.4

Summary table of the authorizations granted to the Board of Directors by the General 4.2.5 Meeting (Article L. 225-100 of the French Commercial Code)

107

Specialized committees 4.3

108

Audit Committee 4.3.1

108 109

Appointments and Remuneration Committee 4.3.2

The Deputy Chief Executive Officer 4.4

110

Remuneration of executives and corporate officers 4.5

111

Remuneration policy for corporate officers 4.5.1

(Article L. 22-10-8 of the French Commercial Code) Summary tables of remuneration of corporate officers 4.5.2 Equity ratio change in executive and employee remuneration 4.5.3

111 113 116

DERICHEBOURG 2020/2021 Universal Registration Document 93