NEOPOST - 2018 Registration document

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Corporate governance report

Committees

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

Merger of remuneration and appointments committees • Creation of a new strategy and corporate responsability committee •

Remuneration and appointments committee

Indicators

2018

Number of meetings

2

% average attendance

100 %

Number of members

3

% of independent directors

100 %

maintaining the balanced number of independent directors • on the Board; setting a succession plan for the Chairman and the Chief • Executive Officer; considering all matters relating to the rights and obligations • of members of the Board of directors ; proposing and evaluating annually the rules for determining • the variable part of the remuneration of executive corporate officers and ensuring the consistency of the criteria used with the short-, medium- and long-term strategic orientations of the Company; to review the Group’s salary policy; determine the amount • of attendance fees and how they are allocated based on the contribution of each of the Board members and in the specialized committees. The remuneration and appointments committee primarily interacts with general management, the human resources director. It may order all the specific studies if it considers it necessary, and may call on to external experts.

The Board of directors meeting on 24 September 2018 merged the two remuneration and apppointments committees. This new committee assists the Board. It is composed of three independent directors and met twice in 2018 with a 100% attendance percentage. The average number of meetings was 90 minutes. As of 24 September 2018, this Committee is composed of Vincent Mercier (President), Virginie Fauvel and Hélène Boulet-Supau. The committee takes over the tasks of the previously separated remuneration and appointments committees. it is thus in charge of: proposing the definition of an independent director and, if • necessary, issue an opinion on the independence of a director and suggest to the Board any changes in its composition; preselecting candidates for the Board according to the • following criteria: independence, competence, motivation, availability, international background; ensuring the adequacy of the current composition, of the • desirable evolution of the Board and of the Group's stategy;

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

Recruitment of a new director, Martha Bejar, replacing Catherine Pourre • Selection of an independent service provider in charge of assessing the functioning of the Board of • Directors Validation of committees' membership • Preparation of the succession plan for the President and for the Chief Executive Officer • Defining the General Manager’s supplementary retirement objectives • Information on the Diversity Action Plan, led by the human resources department •

Composition and operation of the Board of directors and the various committees

Executive directors

Miscellaneous

Audit committee

Indicators

2018

2017

Number of meetings

3

3

% average attendance

100%

89%

Number of members

3

3

% of independent directors

100%

100%

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REGISTRATION DOCUMENT 2018 / NEOPOST