NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

The Board of directors

The Board of directors

The mission of the Board of directors is to determine the strategic directions to be followed by the Company and to oversee their implementations.

Governance structure

Neopost S.A., the holding company belonging to the Neopost group, is a limited company with a Board of directors. The Board opted, until the end of the 2017 fiscal period, to merge the offices of Chairman and Chief Executive Officer, in the opinion that this is the governance method best suited to Neopost’s organization and operations. This unitary structure was introduced with a view to providing a more efficient and responsive Group governance, while ensuring a good balance of power. In order to maintain a balance in discussions and within its governance structures, the Board of directors is comprised mainly of independent directors, the audit committee is made up exclusively of independent directors, the Group's policy for managing conflicts of interest was reconsidered under the review of by-laws applying to the Board and committees and a lead director was appointed in 2016. The Board, a corporate body and forum for strategic discussion and decision-making, optimizes value creation while upholding the short-, medium- and long-term interests of the shareholders and all stakeholders. Over and above the local legal requirements, Neopost places particular importance on the Board being able to perform the following roles: approve all decisions concerning the Company’s major • strategic, economic, social and financial orientations and ensure that these are implemented; to be informed of a change in the markets, the competitive • environment and the key challenges, including in the domain of the Company's corporate social responsibility; ensure there is an effective system in place within the • Company that offers reasonable assurance that operations are conducted in accordance with current rules and regulations; set up and run specialist committees with a view to • enriching the decision-making process; approve the investment projects and all transactions, • specifically acquisitions and disposals, likely to have a major impact on Neopost’s results, balance sheet structure and risk profile; Missions of the Board of directors

Apart from the limitations imposed by law, regulations and the Board's own by-laws, no additional limitations have been placed by the Board on the powers granted to the Chief Executive Officer. To step up the transformation of the Group, the Board of directors decided on 12 January 2018 to separate the functions of Chairman of the Board and Chief Executive Officer of the Group. This separation of functions complies with the undertaking of the General Meeting of 1 July 2016 and takes effect as from 1 February 2018. Geoffrey Godet is therefore the new Chief Executive Officer of Neopost. Denis Thiery, Chairman of the Board, will provide his in-depth knowledge of the sector and company for the implementation of this new form of governance. approve the annual budget, review and approve the • financial statements at regular intervals; review the Company’s financial communications policy; • appoint the corporate officers in charge of running the • Company; set the remuneration policy for general management on the • recommendation of the remuneration committee; each year, prior to publication of the annual report, review • on a case-by-case the position of each of the directors and then notify the shareholders of the results of its review with a view to identifying the independent directors; approve the Corporate governance report on the conditions • for preparing and organizing the Board of directors’ work, together with the Company’s internal control procedures. Details on how the Board of directors operates and on the rights, obligations and recruitment practices of its members within the limits of their authorized mandates are defined in the Company’s by-laws. The by-laws also detail the Board’s principal missions as well as the operations for which its approval is required.

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REGISTRATION DOCUMENT 2017 / NEOPOST