QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Board of directors

GENDER EQUALITY AND DIVERSITY ON THE BOARD ❚

Indicator

2019

2018

Non-French national directors

4 (a)

4 (a)

% non-French nationality

37 % (a)

40 % (a)

Number of women

4

4

% women 40 % Geoffrey Godet has a dual French and American nationality. The director representing the employees is taken into (a) account for the purpose of this ratio in 2019. In accordance with French legislation and the Afep-Medef code, the employee representative director is not taken into (b) account when determining the proportion of women on the Board of directors. 40 % (b)

2

The Board of directors ensures a balance in its composition and that of its committees, in particular through the diversity and complementarity of experience, skills and professional expertise. The criteria prevailing in the process of selecting talents sought to renew or supplement those already present within the Board are as follows: independence, skills, international experience, ● motivation, availability; alignment with the strategy of the Corporation and its ● subsidiaries; adequacy with the current composition and ● appropriate evolution of the Board of directors; maintaining of the appropriate number of independent ● directors; Upon taking office and in order to ease a smooth transition as a Board member, all new directors receive the documentation required to perform their duties. This documentation includes the Company’s articles of association, the rules of procedure of the Board and its committees, the stock market code of ethics (to be signed) together with the annual calendar of authorization periods to trade on Quadient’s securities, the annual schedule of Board and committee meetings, the date of the General Meeting and the most recent registration document or, from 2020, the universal registration document. In addition, each new director meets with the Group’s senior managers to gain a deeper knowledge of the Company, its businesses and markets. Training and induction of new directors

balanced

gender

representation,

nationalities,

●

expertise. As explained in sections 2.1.2 to 2.1.6 above-mentioned, the vast majority of the Board members have extensive international experience. 37 % of them have a non-French nationality. Four of the ten Board members are women (excluding the director representing the employees, who is not taken into account when determining gender parity), bringing their current representation on the Board to 40 % as of January 31, 2019. Each director contributes to the Board’s diversity through their respective career path, age and nationality. Their range of experience and expertise contribute to the Board’s diversity. Each year, the directors attend at least one specific Board meeting on strategy. During this specific “strategy session”, the management presents a number of topics for discussion concerning future strategy, the general activities of the various departments, new products (especially those that constitute a change of strategy for the Group) and new acquisitions. Additionally, each new director is registered with the French Institute of Directors (IFA). The director representing the employees receives dedicated training from the IFA. All directors receive the press releases issued by the Group.

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UNIVERSAL REGISTRATION DOCUMENT 2019