QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Board of directors

Board of directors 2.1

2.1.1

GOVERNANCE STRUCTURE

Neopost S.A., Quadient’s holding company, is a limited company with a Board of directors. On January 12, 2018, the Board opted for a separation of the functions of Chairman of the Board and Chief Executive Officer. This separation of functions, based on a desire to separate the management and supervisory bodies, complies with the undertaking of the General Meeting of July 1, 2016 and took effect as from February 1, 2018. This separation of functions was further supported by the appointment of a non-executive Chairman with the status of independent director on June 28, 2019. In order to maintain a balance in discussions and within its governance structures, the Board of directors is comprised mainly of independent directors (including its Chairman since June 28, 2019, besides Geoffrey Godet, Chief Executive Officer). The committees are made up exclusively of independent directors. The organization of the Board of directors was significantly restructured in 2018 following the decision to separate the functions of Chairman and Chief Executive Officer. In this context, the remuneration and appointments committees were merged into a single committee, as the Board of directors considered this structure to be more suitable and efficient The Board of directors, 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, Quadient 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 specialized committees with a view to ● enriching the decision-making process; approve, upon recommendation of the Strategy and ● Corporate Social Responsibility Committee: 2.1.2

following an assessment of the duties effectively carried out by these two committees. In addition, a new strategy and corporate social responsibility committee of the Board of directors (the "Strategy and Corporate Social Responsibility Committee") was also created to provide recommendations to the Board of directors, particularly in connection with the preparation and implementation of its "Back to Growth" strategy. The conflict of interests policy was reviewed when the rules of procedure of the Board of directors and the Committees were revised. Until the appointment of the new Chairman of the Board, the lead director was responsible for monitoring this policy. Since then, he has been in charge of the transition until January 31, 2020, when this position ended, and the management of conflicts of interest has been fully assigned to the Chairman of the Board in conjunction with the Remuneration and Appointments Committee (the role and functions of the Committees are detailed in section 2.2). Apart from the limitations imposed by law and regulations, limitations to the powers of the Chief Executive Officer are provided by the Board of directors’ rules of procedure as described in section 2.1.2. strategic choices and plans, aiming to promote - long-term value creation by the Company and taking into account the social and environmental challenges of its activities, significant restructurings and investments that are not - budgeted or that fall outside the scope of the strategy announced, and generally, any acquisitions or disposal of any entity, - company or activity, by any means whatsoever (including the acquisition or disposal of securities or assets, merger, spin-off or capital contribution), for an enterprise value or price exceeding 15 million euros; approve the annual budget, review and approve the ● financial statements at regular intervals; review the Company’s financial communication 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;

MISSIONS OF THE BOARD OF DIRECTORS

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UNIVERSAL REGISTRATION DOCUMENT 2019