QUADIENT - 2019 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Committees

2.2.3

STRATEGY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Indicators

2019

2018

Number of meetings

3

3

89 %

100 %

Average attendance rate

Number of members

3

3

% of independent directors

100 %

100 %

Since September 24, 2018, the Board has been assisted by a Strategy and Corporate Social Responsibility Committee. This committee is composed of Richard Troksa (Chair), Vincent Mercier and Nathalie Wright. The committee met three times and the average length of meetings was 90 minutes. The committee’s task includes reviewing and making recommendations on: the Group’s strategic axes and the resulting medium ● and long-term prospects; the development projects of strategic importance to ● the Group, in particular in terms of external growth and in the acquisition or sale of subsidiaries and shareholdings or other assets, significant investments and indebtedness; the guidelines, resources and achievements related to ● the social and environmental responsibility policy of the

Company and of the Group and the contribution to sustainable development, in particular in relation to the strategy; the guidelines, resources and achievements related to ● the Company’s and the Group’s ethics, compliance and diversity policy. The Strategy and Corporate Social Responsibility Committee mainly interacts with members of the executive management. It may also hear members of the operational or functional divisions of the Company and the Group. The committee carries out its tasks independently and may, where appropriate, be assisted by external consultants. The committee may decide to invite other directors to participate in some of the committee’s debates.

The main topics discussed at the Strategy and Corporate Responsibility Committee meetings in 2019 were:

Monitoring the "Back to Growth" strategy • Reviewing the selection and plans on key investments • M&A governance principles in the framework of "Back to Growth" • Review of the main acquisition and divestment projects, strategic and financial evaluation • within the “capital allocation”process Review of the Group’s corporate social responsibility, environment and diversity and equal • opportunity policies

Strategy

Corporate social responsibility

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UNIVERSAL REGISTRATION DOCUMENT 2019