QUADIENT - 2020 Universal Registration Document

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CORPORATE GOVERNANCE REPORT Board of Directors

Once finalized, all documents relating to a Board meeting’s agenda are transmitted to the directors by the Management at the earliest opportunity, i.e. several days before the meeting. The elements can be accessed by all Board members via the Internet platform that enables them to review documents prior to meetings, as well as information such as the articles of association and the Board’s rules of procedure. This platform also provides access to the documents of the various Committees, exclusively for directors who sit on each Committee. At the initiative of the Chairman, “executive sessions” have been held involving independent directors, without the presence of the Chief Executive Officer. An executive session was held before Board meeting during the 2020 financial year.

According to the Company’s rules of procedure, the Chairman’s obligation to disclose information goes hand-in-hand with each director’s duty to be diligent in remaining informed, to request any information they may require to aid understanding of the items on the agenda from the Chairman in good time, to make themselves available, and allow the necessary time and attention to perform their duties.

Corporate governance code

Quadient has long pursued an active corporate governance policy. The Company refers to the Afep-Medef code in drafting this report.

Implementing the “comply or explain” principle of the Afep-Medef code

Under the “comply or explain” rule set out in article practices comply with the code’s recommendations, except L.22-10-10, 4° of the French commercial code and article 27.1 for the following recommandation: of the Afep-Medef code, Quadient considers that its

Afep-Medef recommendation not applied

Quadient's position and explanation

According to art. 18.1, the remuneration committee “must not include any executive officer and must mostly consist of independent directors. It is recommended that the Chairman of the Committee should be independent and that one of its members should be an employee representative Director”.

The Board of Directors has decided not to appoint an employee representative director at the remuneration committee since such committee has been merged in 2018 with the appointments committee. In practice, the employee representative directors effectively participate in all meetings of the Board during which the remuneration policy of corporate officers is reviewed and discussed, but since the Appointments and Remuneration Committee deals with broader subject than the remuneration policy, it has been decided that employee representative directors will not participate in this Committee. This explanation has been communicated to the "Haut Comité de Gouvernement d’Entreprise" .

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UNIVERSAL REGISTRATION DOCUMENT 2020