NEOPOST - 2018 Registration document

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Corporate governance report

Committees

setting the general remuneration policy for the Chairman, • the Chief Executive Officer, including pension, retirement and severance pay and miscellaneous benefits; proposing and evaluating each year the rules for setting the • variable portion of executive corporate officers’ remuneration and ensuring that the criteria selected are in line with the Company’s short-, medium- and long-term strategic orientations;

evaluating the Group’s salary policy; • receiving notification from general management on the • remuneration of the main executive managers; reviewing the remuneration figures which will be published • in the notes to the Company accounts; setting the amount of directors’ fees and their distribution • among Board members according to their individual contribution to the Board and the specialist committees.

The main topics discussed at the remuneration committee meetings in 2018 were:

Remuneration of the Chairman and of the Chief Executive Officer, notably the evaluation of 2017 • qualitative objectives achievement Remuneration of the Chief Executive Officer, in particular the objectives of the variable part • Repartition of the attendance fees enveloppe • 2017 financial year Group results and 2018 Group targets • Supplementary pension scheme of the Chief Executive Officer • Induction of office allowance and severance for the Chief Executive Officer • Review and monitor of the performance conditions applicable to the variable remuneration • Targets for the 2018 performance free share plan • Adoption of the regulation of the free shares allocation 2018 plan subject to performance conditions • Allocation of performance free shares •

Executive corporate officers

Remuneration policy and regulations and employee savings and stock plans

The remuneration committee mainly interacts with the general management and the human resources department. The committee meets at least once a year with the human resources director to obtain the relevant information and analyses for its deliberations.

The remuneration committee draws on the wage studies and benchmarks prepared by the human resources department.

Appointments committee

Indicators

2018

2017

Number of meetings

2

6

% average attendance

100%

100%

Number of members

3

3

% of independent directors

100%

100%

pre-select candidates to the Board on the basis of the • criteria of independence, competence, motivation and availability; ensure suitability with respect to the Board’s current • composition and desired changes; maintain a certain number of independent directors on the • Board; ensurethe succession plan of the Chairman and of the Chief • Executive Officer; examine all issues regarding the rights and obligations of • Board members.

The Board is assisted by an appointments committee, composed of three independent members, which met twice in 2018 with an attendance rate of 100%. On average, the meetings lasted for 90 minutes. Until 24 September 2018, this committee comprised Vincent Mercier (Chair), Virginie Fauvel and Richard Troksa, all independents directors. propose the definition of independent director; • wherever necessary, issue an opinion on the independence • of a given director and suggest potential changes to the composition of the Board; The tasks of the committee are to:

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REGISTRATION DOCUMENT 2018 / NEOPOST