DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance The Board of Directors

This report was prepared in accordance with the provisions of the final paragraph of Article L. 225-37of the French Commercial Code and was presentedto the Appointmentsand CompensationCommitteeby the Board of Directorson December 3,2020.

The Board of Directors 2.1

ensuringthe quality of the informationprovidedto shareholdersand p to the financialmarkets; approving the Company’s separate and consolidated annual and p half-yearfinancial statements; preparing the Company’s business reports and those of its p subsidiaries; preparingthis report; p determining the amount of the endorsements, guarantees and p security intereststhat can be grantedby the Chairmanand CEO; approving related-party agreements and commitments before p submitting them to shareholder vote, and examining, on an annual basis, the agreementsstill in force during the fiscal year. The Board of Directors gives its opinion on all decisions relating to the Company’smajor strategic,economicand financialpolicies,and sees to their implementationby GeneralManagement. The Board of Directors approves the strategy proposed by General Management. The Chairman informs the Board of any matter, and in a more general way, of any fact that calls into questionthe implementationof any part of the strategicplan. Rules applicable to theappointment 2.1.3 and replacementof Board members Composition ofthe Board of Directors(Article 14) “The Company shall be managed by a Board of Directors made up of at least 3 and no more than 18 members.However, in the event of a merger, this threshold of 18 persons may be exceeded in accordance with the requirementsand limits establishedby the French Commercial Code. Directors are appointed by a shareholders’ ordinary general meeting, which may dismiss them at any time. In the event of a merger or demerger, they may be appointed by a shareholders’ extraordinary general meeting. Legal entities that are appointed directors shall designate a permanent representative, who shall be subject to the same requirements and obligations as if he/she were a director in his/her own name. An employee of the Company may be appointed as a director only if his/her employmentcontract is for an actual position. The number of directors bound to the Company by an employment contractshall not exceedone third of the directors in office.”

Governance Structure 2.1.1 When renewing the CEO’s term of office, at its meeting on February 10, 2016, the Board of Directors unanimously decided to combinethe roles of Chairmanof the Board of Directorsand CEO. As a result, the General Management of the Company is performed by Mr. DanielDerichebourg. General Management duties are shared with Mr. Abderrahmane El Aoufir, whose term of office as Deputy CEO was also renewed by decision of the Board on February 10,2016. The Deputy CEO has the same powers as the CEO, including that of representingthe Company vis-à-vis third parties. The Board considered that he held operational duties that promotedecision-making. No formal restriction has been placed on the Chairman and CEO’s powers, other than that providedfor by law concerningthe Company’s grantingof endorsements,guaranteesand security interests. However,the Chairmanand CEO normallyrequires the prior consentof the Board of Directors for any decision whose implementation or consequences could have a material impact on the Group’s business activities, assets or liabilities. This is the case for operations such as those listed below,without this list being exhaustiveor imperative: significantplannedacquisitions; p the granting of specific guarantees that do not legally require the p Board’sprior approval; acquisitionor disposalof significantassets. p Duties of the Board of Directors 2.1.2 The Board of Directors determines the Company’s business strategy and sees to its implementation.Subject to the powers expressly vested in shareholders’ meetings, and in accordance with the corporate purpose, the Board handles any matter that may affect the Company’s operations and meets to decide all matters within its remit. The Board of Directors shall perform any audits and verifications that it deems necessary. The Board of Directorsis tasked in particularwith the following: protectingthe Company’sinterests; p conductingany checks it deems appropriatewithin the scope of the p Company’sbusinessoperations; choosingthe managementmethod; p appointingand dismissingexecutiveofficers; p determiningthe compensationof executiveofficers; p

DERICHEBOURG p 2019/2020 Universal Registration Document 63