QUADIENT - 2019 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Board of directors

Assessment of the Board

Article 7 – Professionalism and involvement; ● Article 8 – Professionalism and efficiency. ●

The matter of its composition is regularly discussed by the Board. In compliance with the rules of procedure, the Board is assessed at least once a year at the initiative of the Chairman of the Remuneration and Appointments Committee. This self-assessment notably includes the following subjects: composition of the Board, skills of its members, remuneration policy, new mandates and the staggering of the renewal of mandates. An external firm, under the supervision of the Remuneration and Appointments Committee, conducted a formal assessment of the Board in the 2018/2019 financial year to check compliance with the principles of the Board’s functioning and to identify proposals that might improve its functioning and efficiency. This assessment led to individual interviews by the external firm with each director, based on a detailed questionnaire. This process is repeated every three years. The conclusions of this assessment were reviewed by the Board at its meeting held on March 25, 2019 and were generally satisfactory. They underlined the balanced composition of the Board members in term of expertise. The main areas for planned improvements concern: working on a better definition of roles and ● responsibilities between the Chairman and the Chief Executive Officer during the organization and management of Board meetings; improving Board meeting procedures to create more ● time for discussion and feedback from the committees about their respective work; considering whether to hold Board meetings or ● strategic sessions on other Group sites, in particular in the United States, to be able to better oversee the Group’s strategic transformation. Continuing the initiatives undertaken in recent years on good corporate governance practices, the Directors’ Charter was approved on March 28, 2011. It allows all directors to use their full skills and ensures that each of them makes an effective contribution, while adhering to the rules of independence, ethics and integrity that are expected from them. The eight articles of the Directors’ Charter set out a number of principles: Article 1 – Administration and corporate interest; ● Article 2 – Compliance with laws and the articles of ● association; Article 3 – Exercise of office: guiding principles; ● Article 4 – Independence and duty of expression; ● Article 5 – Independence and conflict of interests; ● Article 6 – Integrity, loyalty and duty of discretion; ● Ethics charter

Quadient has also drawn up an Ethics code designed to help employees and stakeholders by providing a framework for business decisions and activity. It includes its own references in terms of requirements and practice, as well as providing useful tools and resources for all Group employees. In addition, various internal whistleblowing systems have been implemented in the different countries to detect, penalize and prevent repetition of conduct or situations that are contrary to the ethics approach of Quadient. In 2019, the Group created a compliance function, which works in particular to roll out these whistleblowing systems more widely through the use of appropriate tools. In terms of stock market ethics, the rules of procedure define the rights and commitments of directors with a particular emphasis on respecting the confidentiality of information received and restrictions on trading Quadient shares. The stock market ethics codes for “permanent insiders” and “informed employees and occasional insiders” were revised to take European reforms into account, in particular European regulation 596/2014 on market abuse and the law of June 21, 2016 on the system for combating market abuse. These stock market ethics codes set out the rules for corporate officers, informed employees and occasional insiders, and include: a summary of the existing laws and regulations in the ● field of stock market ethics together with the corresponding administrative and/or criminal penalties; a definition of the key concepts (insider information, ● informed employees, etc.); a summary of the confidentiality obligations imposed ● upon corporate officers, informed employees and occasional insiders; clarifications regarding the no-trading rules and an ● appendix containing a schedule of the periods during which trading is authorized – the red and green periods’ table; clarifications, for the purposes of transparency and ● caution, of the Company’s disclosure obligations vis-à-vis the AMF, with an appendix containing a model declaration; a summary of specific provisions relating to stock ● options and free shares. Every corporate officer and informed employee must sign an undertaking certifying that he/she has read and understood the stock market code of ethics and promises to comply with the terms of the code. The Group’s legal department is in charge on checking compliance with the Group’s codes. Stock market Code of ethics

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UNIVERSAL REGISTRATION DOCUMENT 2019