NEOPOST - 2018 Registration document

2

CORPORATE GOVERNANCE REPORT

Board of directors Governance structure 19 Missions of the Board of directors 19 Chairman of the Board 21 Chief Executive Officer 21 Members of the Board 21 Lead director 22 Directors 22 Departing directors 25 Independent directors 25 Work of the Board of directors 27 By-laws for the Board and committees 28 18

Remuneration of managers and directors

35 35 37

Management team

Non-executive directors The Chairman & the Chief Executive Officer – 2018 Remuneration

38

The Chairman – 2019 Remuneration

43

The Chief Executive Officer – Remuneration 2019

44

Regulated agreements Denis Thiery, Chairman Geoffrey Godet, Chief Executive Officer Summary table of the Extraordinary General Meeting delegations to the Board of directors

47 47

47

Committees

30 30 31

Remuneration committee Appointments committee

Remuneration and appointments committee

32 32

49

Audit committee

Strategy and corporate responsibility committee

34

Information that could have an impact in the event of a takeover bid or exchange offer

Management team

35

50

Practical information for attending the General Meeting

50

Special report of the Statutory Auditors on regulated agreements and commitments

52

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REGISTRATION DOCUMENT 2018 / NEOPOST