NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Committees

The task of the remuneration committee is to submit proposals to the Board of directors regarding the remuneration of Group executives and the allocation of stock options or share subscriptions and the allocation of free shares. To this end, and in accordance with the by-laws, the remuneration committee is responsible for: setting the general remuneration policy for the Chairman • and CEO, 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 2017 were:

Remuneration of the Chairman and CEO, notably the evaluation of 2016 qualitative objectives • achievement Competitiveness and remuneration study for all of the executive committee conducted by specialized • firm Remuneration of the new CEO • Remuneration of the executive committee • 2016 Group bonus and 2017 Group bonus targets • Review of criteria for allocating directors' fees for fiscal 2017 • Budget for directors' fees for fiscal 2017 • Commission a study on directors' fees, particularly to validate the allocation of directors' fees in • relation to the market,define a better system for of remunerating the Chairman, verify practices concerning the committees, members, chairs and the lead director Review and monitor of the performance conditions applicable to the variable remuneration •

Executive corporate officers

Directors’ fees

Remuneration policy and regulations Employee savings and stock plans

Ongoing performance shares and stock option plans • Targets for the 2017 performance share plan • Amendment to the 2017 free share plan subject to performance conditions • Allocation of performance shares •

The remuneration committee mainly interacts with the general management and the Human Resources Department. The committee meets at least once a year with the HR 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.

Audit committee

Indicators

2017

2016

Number of meetings

3

3

% average participation (a)

89%

100%

Number of members

3

4

% of independent directors

100%

100%

William Hoover Jr. was appointed Audit commettee member in July 2017. He had thus not scheduled the next committee meeting (a) to come as at 22 September 2017 and was unable to make himself availaible that day. All other members were 100% present.

The Board is assisted by an audit committee, composed of

with an attendance rate of 89%. On average, the meetings

three independent members, which met three times in 2017 lasted for two hours.

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REGISTRATION DOCUMENT 2017 / NEOPOST