NEOPOST - 2018 Registration document

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Corporate governance report

Committees

a summary of the confidentiality obligations imposed upon • corporate officers, informed employees and occasional insiders; clarifications regarding the no-trading rules and an • appendix containing a schedule of the periods during which trading is authorized – the red and green periods' table; clarifications, for the purposes of transparency and • prudence, of the Company’s disclosure obligations vis-à-vis the AMF, with an appendix containing a model declaration;

a summary of specific provisions relating to stock options • and free shares. Every corporate officer and informed employee must sign an undertaking certifying that he/she has read and understood the stock market code of ethics and promises to comply with the terms of the code. The Group’s legal department is tasked with checking compliance with the Group’s codes.

Committees

On 24 September 2018, the Board of Directors at created the strategy and corporate responsibility committee, while the two separate remuneration and appointments committees merged into one committee. Only the Audit Committee remains unchanged.

The remuneration committee and the appointments committees presented here are those as they existed until 24 September 2018.

The attendance rate of Directors at Committees is detailed here:

Strategy and corporate responsability committee Chair: R.Troksa

Remuneration and appointments committee Chair: V.Mercier

Appointments committee Chair: V.Mercier

Remuneration committee Chair: C.Pourre

Audit committee Chair: E.Courteille

Hélène Boulet-Supau

100%

100%

100%

Éric Courteille

100%

Virginie Fauvel

100%

100%

William Hoover Jr

100%

Vincent Mercier

100%

100%

100%

100%

Catherine Pourre

50%

100%

Richard Troksa

100%

100%

Nathalie Wright

100%

Remuneration committee

Indicators

2018

2017

Number of meetings

2

3

% average participation

83%

100%

Number of members

3

3

% independent directors

100%

100%

The Board is assisted by a remuneration committee comprising three independent directors. It met twice in 2018 with a 83% participation rate. Meetings last an average of 90 minutes. Until 24 September 2018, the remuneration committee comprised Catherine Pourre (Chair), Vincent Mercier and Hélène Boulet-Supau, all independent directors. Remuneration committee meetings are preceded by preparatory meetings between the committee chair, the Group human resources director, the Chairman, the Chief Executive Officer, where relevant.

The Chairman and the Chief Executive Officer can take part in the remuneration committee’s work. However, they do not contribute in deliberations related to their own remunerations or any other subject concerning them. The task of the remuneration committee is to submit proposals to the Board of directors regarding the remuneration of Group executives and the granting of stock options or share subscriptions and the granting of free shares. To this end, and in accordance with the by-laws, the remuneration committee is responsible for:

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REGISTRATION DOCUMENT 2018 / NEOPOST