QUADIENT - 2020 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Committees

The main topics discussed at the Remuneration and Appointments Committee meetings in 2020 were:

Independent assessment of the adequacy of the composition of the Board by Egon Zehnder - Review of the Board composition and of its members’ key competencies - Follow up of improvement orientations suggested by the Board ’s external assessment - Validation of the Board's Committees composition - Appointment process of the Board members - Chairman and Chief Executive Officer succession plan - Appointment process and induction plan concerning Nathalie Labia, employee - representative director Remuneration of the Chairman - Remuneration of the Chief Executive Officer, in particular the objectives of the variable -

Composition and operation of the Board of Directors and the various Committees

Executive directors

portion, the evaluation of the achievement of the 2019 objectives Review of long-term remuneration plans (free shares grant) - Directors’ remuneration policy - Group bonus objectives for the year 2020 - Additional pension of the Chief Executive Officer - Definition of the objectives and modification of the duration - of the Chief Executive Officer's severance fee Exceptional remuneration of the Chief Executive Officer - Salary policy for executives – Steering tables -

In the context of the health crisis, measures put in place for health prevention and - business continuity Information on the Mail-Related Solution organisation and its HR challenges - Information on the “Customer Experience Management” organisation and its HR issues - Information on the digitization of the corporate culture and the employee experience -

Miscellaneous

2.2.2

AUDIT COMMITTEE

Indicators

2020

2019

Number of meetings

3

3

100

78

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 2020 with an attendance rate of 100 . 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.

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UNIVERSAL REGISTRATION DOCUMENT 2020