DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Special committees of the Board of Directors

Audit Committee 2.2.1 The Board is assisted by an Audit Committee composed of four directors, of whom three are independent directors. The Audit Committee consists of Mr. Bernard Val, (Chairman), Mrs. Françoise Mahiou,Mrs. CatherineClaverieand Mr. BorisDerichebourg. At the request of the committeemembers,executivecorporateofficers may be invited to attend committeemeetings as guests, dependingon the issues examined. The Audit Committee fulfills the duties assigned to it in Article L. 823-19 of the French Commercial Code. The Audit Committeeoverseesmatters relatingto the preparationand auditingof accountingand financial information,in particular: the preparationand disclosureof financial information, in particular p throughexaminationof the scope of consolidatedcompanies; the effectiveness of the internal control and risk management p systems, their deployment and the implementation of corrective actionswhere appropriate; the audit of annual financial statements and, if applicable, of p consolidatedfinancial statementsby the independentauditors; the skills and independence of the external experts on which the p Group relies. In this context, it is the committee’smissionto: examine the scope of consolidationand the draft consolidatedand p corporate financial statements and related reports that will be submitted to the Board of Directors for approval, accounting methods adopted for the preparation of consolidatedor corporate financial statements, as well as the appropriate treatment of significanttransactionsat the Group level; oversee the choice of the consolidationguidelines,the relevanceand p permanenceof the accountingmethodsadoptedfor the preparation of the consolidatedor corporate financial statements,as well as the appropriatetreatmentof significanttransactionsat the Group level; verify with General Management that all legal and financial p communications with the stock market authorities are duly completed; assess the degree of satisfaction of the independent auditors with p the quality of the information received from the Company’s departments in the performanceof their assignment and to gather management’s comments on the degree of sensitivity of the independentauditors to the Group’sbusinessand its environment; examine any information brought to its attention concerning the p operations and transactions of the Company that raise an ethical problem and with regard to transactions that, depending on their nature and the person involved,would result in a conflictof interest; ensure that major risks are identified, managed, and reported to it. p To this end, it examines the internal control and risk management systems and internal audit program, monitors its progress and the results of the action plans, and informs the Board of improvements that have been or have yet to be made; give an opinion on the appointmentor renewal of the independent p auditors;

ensure the independence and objectivity of the independent p auditors. During the past fiscal year, it held two meetings,on December 3,2019 and May 25,2020with a participationrate of 100%. The main topics examined by the committee in 2019/2020 were the following: review of the consolidatedfinancial statementsas at September 30, p 2019 and the independent auditors’ supplementary report to the Audit Committee; reviewof the independentauditors’ terms of office; p advice and recommendationsto the Board of Directors on the draft p UniversalRegistrationDocument; updateon IFRS 16; p presentationof internal control/SAPIN 2update; p Appointmentsand Compensation 2.2.2 Committee The Appointments and Compensation Committee was set up by decisionof the Board of Directorson October 22,2018. This committee consists of Mrs. Catherine Claverie (Chairwoman), Mr. BernardVal, Mrs. FrançoiseMahiouand Mr. ThomasDerichebourg. The role of the Appointments and Compensation Committee is to make recommendations or proposals to the Board of Directors followingthe reviewof the followingissues: the compositionof the Board of Directors and the functioningof its p committees, the separation or combination of the functions of Chairmanof the Board of Directorsand Chief ExecutiveOfficer; the renewal and appointmentof new directors; p the determinationof independent director status under the criteria p set out in the AFEP-MEDEFCode; the successionplan for the Company’sexecutiveofficers; p the reviewof all componentsthat make up the compensationof the p Company’sexecutiveofficers; the review of the amount and the allocation criteria for attendance p fees. During the past fiscal year, the committee held one meeting, on December 3,2019with a participationrate of 75%. The main topics examined by the committee in 2019/2020 were the following: reviewof the compensationpolicy applicableto executiveofficers; p reviewof the independencecriteriaapplicableto directors; p opinion and recommendations to the Board of Directors on the p Board’sCorporateGovernancereport. reviewof the half-yearconsolidatedfinancial statements; p measurestaken by the Groupwith regard to Covid-19. p

DERICHEBOURG p 2019/2020 Universal Registration Document 75