QUADIENT - 2019 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT

2.1

BOARD OF DIRECTORS

28 28 28 30

REMUNERATION OF MANAGERS 2.4 AND DIRECTORS Remuneration policy of corporate 2.4.1 officers

46

2.1.1

Governance structure

Missions of the Board of directors 2.1.2

46 46 47

Chairman of the Board 2.1.3 Chief Executive Officer 2.1.4 Members of the Board 2.1.5

Management team 2.4.2

31 31

Pay ratio 2.4.3

Remuneration policy of 2.4.4 non-executive directors The Chairman & the Chief 2.4.5 Executive Officer – 2019 Remuneration

Employee representative director 2.1.6

35 35 38

49

Independent directors 2.1.7

Work of the Board of directors 2.1.8 Rules of procedure of the Board 2.1.9 and committees

50

The Chairman – 2.4.6

39

2020 Remuneration

59

COMMITTEES 2.2

41

The Chief Executive Officer – 2.4.7 Remuneration 2020

60

Remuneration and appointments 2.2.1 committee

41

RELATED-PARTY AGREEMENTS 2.5

62

Audit committee 2.2.2

42

Strategy and corporate Social 2.2.3 responsibility committee

SUMMARY TABLE OF THE 2.6 EXTRAORDINARY GENERAL MEETING DELEGATIONS

44

MANAGEMENT TEAM 2.3

45

TO THE BOARD OF DIRECTORS 62

INFORMATION THAT COULD 2.7 HAVE AN IMPACT IN THE EVENT

OF A TAKEOVER BID OR EXCHANGE OFFER

63

PRACTICAL INFORMATION 2.8

FOR ATTENDING THE GENERAL MEETING

64

SPECIAL REPORT OF THE 2.9 STATUTORY AUDITORS ON

REGULATED AGREEMENTS AND COMMITMENTS

66

27

UNIVERSAL REGISTRATION DOCUMENT 2019