Derichebourg // 2020-2021 Universal Registration Document

4

Board of Directors’ report on corporate governance Overview of governance

This report was prepared in accordance with Articles L. 225-37 et seq . and L. 22-10-8 to L. 22-10-11 of the French Commercial Code and was presented to the Appointments and Remuneration Committee of December 6, 2021, then approved by the Board of Directors on December 7, 2021.

Overview of governance 4.1

Corporate Governance Code and internal regulations 4.1.1 Corporate Governance Code

The Company refers to the AFEP-MEDEF Corporate Governance Code for listed Companies as revised in January 2020. This code is available on the website www.medef.com.

The table below shows the recommendations of the AFEP-MEDEF Code not yet applied by the Company in accordance with the “comply or explain” rule.

Code Article AFEP-MEDEF recommendation

Implemented by Derichebourg

9

The term of office of independent directors must not exceed 12 years

The Board of Directors’ meeting of December 3, 2020 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered independent directors in spite of a term of office exceeding 12 years, in particular due to the authority and experience that these directors demonstrate in management and business administration activities and in financial matters. No. Since no director performs an activity in the Group’s operating segments or holds any offices in a Group’s competitor, it was not useful to implement such agreements. Due to a range of different types of employment contract and the use of part-time work, the Company has not been able to provide a ratio over the last five fiscal years. For now it is limited to the 2021 fiscal year.

24

Signing of a non-competition agreement with an executive corporate officer

26

Equity Ratio

Board internal regulations The functioning of the Company’s Board of Directors is governed by internal regulations approved by the Board at its meeting on June 24, 2004 and modified on December 12, 2006, May 27, 2010, and October 22, 2018. They may be amended to adapt to the regulatory context. These internal regulations cover the following points: the rules governing the composition of the Board; the Board of Directors’ duties; the procedures for convening Board meetings; the procedures for participating in Board meetings by videoconference or teleconference; the requirements for the creation and functioning of specialized committees; the role of the Audit Committee; the role of the Appointments and Remuneration Committee;

In addition to the duties assigned by law and the bylaws, the Board approves strategic choices, budgets, significant acquisitions and disposals, and restructurings and ensures the quality and reliability of the financial and non-financial information and communications distributed to shareholders. The internal regulations define the rights and commitments of the directors and place particular emphasis on attendance, confidentiality of the information conveyed, the right of directors to be informed, and restrictions on interventions on Derichebourg stock. The regulations set a minimum of two meetings to be held per fiscal year. Finally, they specify the rules for transcribing minutes of meetings. They include a provision enabling it to convene the Board by means of videoconferencing or telecommunication. Governance structure 4.1.2 When renewing the Chairman and Chief Executive Officer’s term of office, at its meeting on February 10, 2016, the Board of Directors unanimously decided to combine the roles of Chairman of the Board of Directors and CEO. As a result, the General Management of the Company is performed by Mr. Daniel Derichebourg.

the directors’ duty of confidentiality; the directors’ duty of independence; the directors’ duty of diligence; the scope of the internal regulations.

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