QUADIENT - 2019 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Remuneration of managers and directors

Remuneration of managers and 2.4 directors

2.4.1

REMUNERATION POLICY OF CORPORATE OFFICERS

At Quadient, the remuneration policy for all corporate officers is determined by the Board of directors on the basis of proposals from the Remuneration and Appointments Committee. The work of the Remuneration and Appointments Committee relating to the remuneration policy for corporate officers is organized through preparatory meetings between the Chairman of the Committee, the Human Resources Director and, where appropriate, the Chief Executive Officer. Members of the Board of directors and of the Remuneration and Appointments Committee are required, in the context of the preparation of the remuneration policy for corporate officers, to comply with rules relating to the management of conflicts of interests set out in article 3.b of the rules of procedure of the Board and Committees and the principles set out in article 5 of the Directors' Charter. The Chairman and the Chief Executive Officer may participate in the work of the Committee ruling on compensation. However, when the matters concern their own remuneration, or any other subject that concerns it, they do not take part to the Committee's work. Each year, the Board of directors and the Remuneration and Appointments Committee evaluate - and revise if necessary - Quadient's overall remuneration policy in the context of the work of these two bodies. The Board of directors and the Remuneration and Appointments Committee refer to the recommendations of the Afep-Medef code, in particular when determining the

remuneration policy. In accordance with these recommendations and applicable regulations, they ensure that the remuneration policy: respects the principles of completeness, balance, ● comparability, consistency, transparency and moderation; respects the corporate interest, contributes to the ● Company's commercial strategy and sustainability, in particular by adopting criteria that assess the implementation of the new "Back to Growth" strategy and the Company's long-term development; takes into account the vote of the shareholders and, ● where applicable, the opinions expressed at the General Meeting; takes into account the terms and conditions of ● remuneration and employment of employees, the review of the Group's salary policy being among the duties of the Remuneration and Appointments Committee; and also takes into account market practices. The ● compensation packages and structure described below will also apply to the corporate officers whose term of office is would be renewed, or (where applicable on a pro rata basis) to any new corporate officer who would be appointed, during the period of the application of this policy.

2.4.2

MANAGEMENT TEAM

The gross remuneration of the management team on January 31, 2020, including the Chief Executive Officer, Geoffrey Godet, is as follows:

January 31, 2020

January 31, 2019

(In thousands of euros)

Fixed remuneration

1,977.4

2,793.3

Annual variable remuneration

1,131.3

3,136.4

Multi-annual variable remuneration

-

-

Benefits in kind (company cars, unemployment insurance for business directors, supplementary pension scheme paid in cash)

382.4

482.0

Remuneration of directors (previously directors’ fees)

30.0

15.0

Valuation of stock options (a)

-

-

Valuations of attribution of securities giving access to capital (a)

739.5

793.9

TOTAL

4,260.6

7,220.6

The indicated amount corresponds to the total cost of the award in the financial year. (a)

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UNIVERSAL REGISTRATION DOCUMENT 2019