QUADIENT - 2019 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Committees

The main topics discussed at the Remuneration and Appointments Committee meetings in 2019 were:

Selection and appointment process of Didier Lamouche, as new independent Chairman • of the Board of Neopost SA ; induction plan Chairman and Chairman and Chief Executive Officer succession plan • Appointment process and induction plan concerning Christophe Liaudon, director • Appointment process and induction plan of the director representing the employees • Follow up of improvement orientations suggested by the Board ‘s external assessment • Validation of the Board ‘committees composition • Review of the Board composition and of its members‘ key competencies • Compensation of the Chairman • Compensation of the Chief Executive Officer, in particular the objectives of the variable • portion, the evaluation of the achievement of the 2018 objectives Review of long-term compensation plans (free allocation of shares) • Directors 'remuneration package (former directors' fees) • 2018 Group bonus result and Group objectives for 2019 • Defining the targets relating to the termination of office payment for the Chief Executive • Officer Information concerning the Diversity, Parity and Inclusion Action Plan, led by the human • resources department Information on the digitization of the culture and the employee experience •

Composition and operation of the Board of directors and the various committees

Executive directors

Miscellaneous

2.2.2

AUDIT COMMITTEE

Indicators

2019

2018

Number of meetings

3

3

78 %

100 %

Average attendance rate

Number of members

3

3

% of independent directors

100 %

100 %

The Board is assisted by an Audit Committee, composed of three independent members, which met three times in 2019 with an attendance rate of 78 % . On average, the meetings lasted for two hours. The Audit Committee comprises Éric Courteille (Chair), Hélène Boulet-Supau and William Hoover Jr. The Audit Committee monitors all matters relating to the drafting and auditing of financial and accounting information, and in particular: the process of preparing financial information, notably ● by examining the scope of the consolidated companies; the effectiveness of internal control and risk ● management systems, their application and the implementation of corrective measures, where needed; legal audit by the statutory auditors of the annual ● financial statements and, where appropriate, the consolidated financial statements; the competence and independence of the external ● experts used by the Group.

In this context, the tasks of the committee are: to review the scope of consolidation and examine all ● draft consolidated and individual financial statements and related reports which will be submitted to the Board for approval; to select a consolidation frame of reference, to ensure ● the appropriateness and permanence of the accounting policies used to draw up the consolidated and individual financial statements and to ensure the appropriateness of the treatment of significant operations at Group level; to ensure with respect to the executive management ● that all legal and financial communications are correctly performed with respect to stock market authorities; to assess the level of satisfaction of statutory auditors ● with the quality of information received from the Company’s departments when performing their task and gather comments from management regarding the degree of sensitivity of the statutory auditors to the Group’s business and its environment;

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UNIVERSAL REGISTRATION DOCUMENT 2019