NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Committees

It gives all directors free rein to put their skills into practice and make an effective contribution, while adhering to the rules of independence, ethics and integrity, as is expected of them. The eight articles of the directors’ charter set out a number of principles: Article 1 – Administration and corporate interest; • Article 2 – Compliance with laws and the articles of association; • Article 3 – Exercise of office: guiding principles; • Article 4 – Independence and duty of expression; • Article 5 – Independence and conflict of interests; • Article 6 – Integrity, loyalty and duty of discretion; • Article 7 – Professionalism and involvement; • Article 8 – Professionalism and efficiency. • Neopost has also drawn up an Ethics code designed to help employees and stakeholders by providing a framework for business decisions and activity. It includes its own references in terms of requirements and practice, as well as providing useful tools and resources for all Group employees. In addition, an internal whistleblowing system has been implemented in the USA to detect, punish and prevent repetition of conduct or situations that are contrary to the ethical approach of the Neopost group. Stock market code of ethics In terms of stock market ethics, the Company’s by-laws define the rights and commitments of Company directors with a particular emphasis on respecting the confidentiality of information received and restrictions on trading in Neopost shares.

The stock market ethics codes for “permanent insiders” and “informed employees and occasional insiders” were reviewed in 2017 to take EU reforms into account, in particular EU regulation 596/2014 on market abuse and the law of 31 June 2016 on reforming the repression system for market abuse. These stock market ethics codes set out the rules for corporate officers, informed employees and occasional insiders, and include: a summary of the existing laws and regulations in the field • of stock market ethics together with the corresponding administrative and/or criminal penalties; a definition of the key concepts (insider information, • informed employees, etc.); 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 Autorité des Marchés Financiers – AMF (French Financial Markets Regulator), 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

Remuneration committee

Indicateurs

2017

2016

Number of meetings % average participation Number of members % independent directors

3

4

100%

87,5%

3*

4*

100%

75%

*

Four until 28 July 2017, then three.

The Board is assisted by a remuneration committee comprising three independent directors. It met three times in 2017 with a 100% participation rate. Meetings last an average of 90 minutes. The remuneration committee comprises Catherine Pourre (Chair), Vincent Mercier and Hélène Boulet-Supau, all independent directors, and, until 28 July 2017, Jean-Paul Villot.

Remuneration committee meetings are preceded by preparatory meetings between the committee chair, the Group HR director and, the Chairman and CEO, where relevant. The Chairman and CEO can take part in the remuneration committee's work. However, he does not contribute in deliberations related to his remuneration or any other subject concerning him.

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REGISTRATION DOCUMENT 2017 / NEOPOST