EXEL Industries // 2020 Universal registration document

Report on Corporate Governance 7 Committees of the Board of Directors

To facilitate this valuation work, the functions involved in the conclusion of the agreements must be able to list and transmit the agreements in their scope to the Legal Department. People with a direct or indirect interest in one of these agreements do not take part in the assessment (depending on the case, the Chairman of the Board of Directors, the Chief Executive O ffi cer, the Deputy Chief Executive O ffi cers, the directors, shareholders holding more than 10% of the voting rights or the company (or companies) controlling that shareholder). If the Legal Department and the Finance Department jointly consider that an agreement appearing on the list of standard agreements concluded on an arm’s length basis should fall within the scope of related-party agreements, the Audit Committee may be asked to confirm the application of the procedure for related-party agreements. The Board of Directors, if necessary during its review of related-party agreements, may decide, on the recommendation of the Audit Committee, to regularize the situation (regularization procedure set out in Article L.225-42 of the French Commercial Code). The Legal Department reports, when necessary, to the Audit Committee on the results of its assessment.

The Charter describes which agreements are subject to the control procedure for related-party agreements, in particular taking into account the speci fi c features of the EXEL Industries group. It then speci fi es the criteria for agreements relating to standard transactions concluded on an arm’s length basis; a non-exhaustive list of agreements excluded from the control procedure for related-party agreements or standard agreements is provided in the appendix to the Charter (see also section 3.8). The Charter then describes the procedure for assessing standard agreements: Before signing, each function involved in the negotiation and conclusion of a standard agreement must assess whether the conditions fall within the criteria of standard agreements concluded on an arm’s length basis. This assessment must be documented. In the event of doubt as to the classi fi cation of an agreement, the Legal Department is consulted, as are the Statutory Auditors; if there is any doubt, it is recommended that the said agreement be subject to the related-party agreements control procedure. The Legal Department, in collaborationwith the Finance Department, regularly reviews the application of the Charter.

Committees of the Board of Directors

7.2

For the Board of Directors to perform its duties under the best possible conditions, its Internal Rules provide that its discussions should in certain areas be prepared by specialized Committees.

There are two such Committees, namely the Audit Committee and the Remuneration and Appointments Committee.

The Audit Committee

7.2.1

The Audit Committee currently has two independent members: Pascale AUGER, Chairwoman, and Claude LOPEZ, representing the SAS Jump’Time. The Chairman of the Board of Directors has a standing invitation to each meeting of the Audit Committee. The StatutoryAuditors as well as the Chief Executive O ffi cer and the Chief Financial O ffi cer are also invited to each meeting. Any director who so wishes may attend. The EXEL Industries Audit Committee has been in existence since December 9, 2011. In accordance with Order No. 2008-1278 of December 8, 2008 on the StatutoryAuditors, the AMF’s fi nal report on the Audit Committee (July 2010) andAMF recommendation 2010-19, the Audit Committee’s main task is to monitor:  the process of preparing fi nancial and non- fi nancial information;  the e ffi ciency of the internal control and risk management systems;

 the statutory audit by the Statutory Auditors of the annual and consolidated fi nancial statements;  the independence of the Statutory Auditors;  the approval of the provision of services other than the certi fi cation of fi nancial statements. For this purpose, the Audit Committee analyzes, oversees and gives its opinion on the accuracy and fairness of the consolidated fi nancial statements, the e ff ectiveness of the internal control and opportunity and risk management (ORM) processes, and the observance of corporate social and environmental responsibilities. In 2019/2020, the Audit Committee met twice, with an average attendance rate of 100%. The meetings lasted an average of four hours.

EXEL Industries group I 2020 Universal Registration Document

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