QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Committees

Committees 2.2

The attendance rate of directors at committees is detailed below:

Strategy & Corporate Social Responsibility committee Chair: R.Troksa

Remunerations & Nominations committee Chair: V.Mercier

2

Audit committee Chair: E. Courteille

100 % 100 %

100 %

Hélène Boulet-Supau

Éric Courteille

100 %

Virginie Fauvel

33 %

William Hoover Jr.

100 % 100 %

100 %

Vincent Mercier

Richard Troksa

66 %

Nathalie Wright

2.2.1

REMUNERATION AND APPOINTMENTS COMMITTEE

Indicators

2019

2018

Number of meetings

4

2

100 %

100 %

Average attendance rate

Number of members

3

3

% of independent directors

100 %

100 %

The two remuneration and appointments committees were merged in 2018. This new committee is composed of three independent directors and met four times in 2019 with a 100 % attendance percentage. The average length of meetings was 90 minutes. Since September 24, 2018, this committee is composed of Vincent Mercier (Chairman), Virginie Fauvel and Hélène Boulet-Supau. The committee takes over the tasks of the previously separated Remuneration and Appointments Committees. It is thus in charge of: proposing the definition of independent director and, ● where necessary, issuing an opinion on the independence of a director and suggest to the Board any changes in its composition; preselecting candidates for the Board according to the ● following criteria: independence, competence, motivation, availability, international experience; ensuring the adequacy of the current composition, to ● the desirable evolution of the Board and to the Group’s strategy; maintaining the required number of independent ● directors on the Board; setting a succession plan for the Chairman and the ● Chief Executive Officer; considering all matters relating to the rights and ● obligations of members of the Board of directors;

proposing to the Board of directors the general ● remuneration policy for the Chairman and the Chief Executive Officer, including retirement, end-of-career or termination payments, various benefits and award of stock options and free shares; setting the remuneration for directors and the way in ● which it is to be allocated, based on the contribution of each of the members to the Board and to the specialized committees; examining the Group’s salary policy; ● reviewing the figures on remuneration, which will be ● published in the annex to the individual financial statements. The Committee is also informed by general management of the level of remuneration of the main senior managers. The Remuneration and Appointments Committee primarily interacts with executive management and the human resources department. It may order all the specific studies that it deems necessary, and may call on external experts. It any case it may refer to salary surveys and relevant benchmarking conducted by the human resources department. When resolving on compensation, Committees are preceded by preparatory meetings between the Chairman of the Committee, the Human Resources Director and, where applicable, the Chief Executive Officer.

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UNIVERSAL REGISTRATION DOCUMENT 2019