QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Board of directors

2.1.4

CHIEF EXECUTIVE OFFICER

Geoffrey GODET

Appointed Chief Executive Officer of Quadient as of February 1, 2018,

digitization division and managing director of Jouve

Aviation Solutions. Geoffrey Godet was appointed director Geoffrey Godet, 42, is a dual French at the General Meeting of June 29, 2018 for a three-year and American citizen and a graduate term, which means until the General Meeting called to vote of HEC. He has spent his entire career on the financial statements for the financial year ending with the Flatirons Jouve Group, a January 31, 2021.

2

leader in digital solutions for banking, insurance, healthcare, manufacturing, aeronautics, publishing, media and education. The Flatirons Jouve Group

Other mandates in the Group: director of Mailroom Holding Inc. Other mandates outside the Group: none. Other mandates over the past five years (other than those already listed above): Chairman & Chief Executive Officer of Jouve, Chief Executive Officer of Flatirons Solutions Inc. Geoffrey Godet holds 28,666 Quadient shares.

is present in the United States, France, the United Kingdom, Germany, the Nordic countries, China and India. Since 2004, Geoffrey had been Chief Executive Officer of Flatirons Solutions, based in California, and most recently was Chairman and Chief Executive Officer of Jouve, based in Paris. Prior to that, he was successively marketing and communication director, Head of the cultural heritage

2.1.5

MEMBERS OF THE BOARD

The members of the Board of directors are proposed by the Board, on the advice of the Remuneration and Appointments Committee, and appointed by the Ordinary General Meeting. The General Meeting may revoke their appointments at any time. Regular renewal of Members (the Board has been getting younger, with the average age decreasing from 60.9 in 2016 to 55.5 in 2019) and compliance with law n° 2011-103 of January 27, 2011 on equal representation of men and women and openness of the Board to diversity are the Board’s governance guidelines. Accordingly, 37 % of the directors (including the director representing the The position of lead director was created at Quadient in the context of the merger of the functions of Chairman and Chief Executive Officer and in order to ensure the transition once these functions had been separated, since the non-executive Chairman did not have the status of independent director. Therefore, in accordance with the AMF (French Financial Markets Regulator) recommendations, Quadient had decided to appoint Vincent Mercier as lead director in 2016 among the independent directors. His role is to ensure the proper functioning of the governance bodies, the absence of conflicts of interests and that the concerns of shareholders with respect to governance are taken into account. The lead director’s missions and responsibilities, described in the rules of procedure of the Board of directors and the Committees, notably included the following: participating in the preparation of the Board’s meetings ● where necessary; requesting Board meetings under exceptional ● circumstances with a specific agenda and, proposing, at his or her own initiative, the holding of work sessions between independent directors; Lead director

employees) are of foreign nationality. The Remuneration and Appointments Committee is in charge of establishing the terms of succession plans. In accordance with the decision of the Board of directors on January 12, 2018, the functions of Chairman and Chief Executive Officer of Quadient have been separated since February 1, 2018. The number of directors over 70 shall not exceed one-third of directors in office. The age limit for the Chairman is 65. The term of each director’s mandate is limited to three years. chairing all Board meetings where the Chairman of the ● Board is absent, including work sessions between independent directors; ensuring the Board’s rules of procedure are applied at ● Board meetings; liaising between the Chairman and other members of ● the Board; taking part in the periodic assessment of the Board’s ● work, particularly through holding work meetings between independent directors; taking part in committees work where necessary; ● providing guidance and recommendations to the Board ● in the case of conflicts or potential conflicts of interest, with a director; making him/herself available, in coordination with the ● Chairman of the Board to discuss governance questions with shareholders. Following the Board meeting of April 26, 2019 and the decision of the General Meeting of Shareholders of June 28, 2019, the position of lead director ended on January 31, 2020.

31

UNIVERSAL REGISTRATION DOCUMENT 2019