QUADIENT - 2020 Universal Registration Document

2

CORPORATE GOVERNANCE REPORT Remuneration of managers and 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 Appointments and Remuneration Committee. The work of the Appointments and Remuneration Committee relating to the remuneration policy for corporate officers is organised 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 Appointments and Remuneration 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 remuneration, except with respect to their remuneration. Each year, the Board of Directors and the Appointments and Remuneration 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 Appointments and Remuneration

Committee refer to the recommendations of the Afep-Medef code to 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 Appointments and Remuneration Committee; and also takes into account market practices. ● The remuneration policies and structure described below will also apply to the corporate officers whose term of office is would be renewed, or (where applicable on a prorata 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 31 January 2021, including the Chief Executive Officer, Geoffrey Godet, is as follows:

31 January 2021

31 January 2020

(In thousands of euros)

Fixed remuneration

2,170.7

1,977.4

Annual variable remuneration (a)

1,431.1

1,131.3

Multi-annual variable remuneration

-

-

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

350.3

382.4

Remuneration of directors

30.0

30.0

Valuation of stock options (b)

-

-

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

611.7

739.5

TOTAL

4,593.8

4,260.6

NUMBER OF MEMBERS

8

7

Annual variable remuneration paid during year N for the year N-1. (a) The amount shown is the total cost of allocation made during the year. (b)

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UNIVERSAL REGISTRATION DOCUMENT 2020