QUADIENT - 2019 Universal Registration Document

CORPORATE GOVERNANCE REPORT Committees

to examine the key points of the statutory auditors’ ● audit, any information brought to its knowledge with respect to operations and transactions by the Company that raises ethical issues, and transactions which, due to their nature and the person concerned, may reveal a conflict of interests; to ensure that key risks are identified, managed and ● brought to its attention. To this end, it examines the internal control and risk management systems, the

internal audit program, monitors its development and the results of action plans, and draws the Board’s attention to any improvements that have been made or remain to be made; to issue an opinion on the appointment or renewal of ● the statutory auditors; to ensure the statutory auditors’ independence and ● objectivity.

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The main topics discussed at the audit committee meetings in 2019 were:

Organization of work for the annual closing • Review of the annual financial statements • Review of the management report • Review of the statutory auditors’ assignments and fees • Review of acquisition price allocation • Review of deferred taxes • Examination of off-balance sheet commitments • Review of the key points of the statutory auditors' audit • Presentation of work to measure the impact of IFRS 16 on the balance sheet and EBITDA • Review of the impacts of acquisitions and divestments • Review of tax aspects and changes in ongoing litigation • Review of the implementation of IFRS 15 • Review of services, excluding audit work, provided by the EY network. •

Financial position

Review of internal audit procedures • Monitoring of the programmes carried out by internal audit • Risk mapping •

Internal audit and risk management

The Audit Committee primarily interacts with executive management, the finance department, the head of internal control and the Company’s statutory auditors. The statutory auditors attend every Audit Committee meeting.

The Audit Committee can commission specific studies as required and may call on the services of external experts.

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UNIVERSAL REGISTRATION DOCUMENT 2019