QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Board of directors

each year, prior to publication of the annual report, ● review on a case-by-case basis the position of each of the directors and then notify the shareholders of the results of its review with a view to identifying 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 rules of procedure. The rules of procedure also detail the Board’s principal missions as well as the operations for which its approval is required.

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Table summarizing the composition of the Board of directors for the 2019 financial year:

Individual rate of attendance

Years on the Board

Start/renewal of directorship

End of Directorship End of term

Age Nationality

Key competence Independence

Executive functions, Finance, e-Business, Technology Executive functions, Supply Chain, Multiple CEO assignments Corporate Governance Public and Privately-owned companies ICT( Information, Communication, Technology), Former CEO, Business and Digital Transformation, M&A, Cybersecurity / Risk, Customer Experience, Innovation Finance, e-Commerce Services, Finance, e-commerce, Entrepreneur, currently CEO e-Business, digital, technologies, International, Machine Learning Corporate & Business Strategy, Post Merger Management, Supply Chain Design, Large scale change programs Corporate Strategy, Finance, M&A, Private equity, logistics Finance & Managment Entrepreneur, formerly CEO

Geoffrey Godet

100 %

42

F & US

no 19 months

June 2018

2021

Didier Lamouche

100 %

yes

60

F

9 months

June 2019

2022

Denis Thiery

100 %

64

F

no

12 years

July 2017

June 2019

2019

Martha Bejar

100 %

yes

57

US

1 year

June 2019

2022

Hélène Boulet- Supau

June 2017 renewed June 2018 July 2012 renewed June 2017

100 %

yes

53

F

2 years

2021

Éric Courteille

100 %

yes

52

F

7 years

2020

Virginie Fauvel

100 %

yes

45

F

3 years

June 2019

2022

William Hoover Jr.

July 2013, renewed June 2017

57 %

yes

70

US

6 years

2020

Vincent Mercier (a)

100 %

yes

70

F

10 years

June 2018

2021

Consulting, new technologies, entrepreneur, Formerly CEO,

July 2016 renewed June 2018

Richard Troksa Nathalie Wright

Operational Management

100 %

yes

57

US

3 years

2021

Management, New Technologies

55 86 % Vincent Mercier was the Board's lead director, and the lead director's term of office ended on January 31, 2020 as stipulated upon the appointment (a) of the new independent Chairman of the Board in June 2019. F yes 1 year June 2018 2022

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UNIVERSAL REGISTRATION DOCUMENT 2019

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