NEOPOST_REGISTRATION_DOCUMENT_2017

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Corporate governance report

Committees

Appointments committee

Indicators

2017

2016

Number of meetings

6

3

% average participation

100%

92%

Number of members

3

4

% of independent directors

100%

50%

pre-select candidates to the Board on the basis of the • criteria of independence, competence, motivation and availability; ensure suitability with respect to the Board’s current • composition and desired changes; maintain a certain number of independent directors on the • Board; pre-select the future Chairman or Chief Executive Officer; • examine all issues regarding the rights and obligations of • Board members.

The Board is assisted by an appointments committee, composed of three independent members, which met six times in 2017 with an attendance rate of 100%. On average, the meetings lasted for 90 minutes. As at 31 January 2018, this committee comprises Vincent Mercier (Chair), Virginie Fauvel and Richard Troksa, all independents directors. propose the definition of independent director; • wherever necessary, issue an opinion on the independence • of a given director and suggest potential changes to the composition of the Board; The tasks of the committee are to:

The main topics discussed at the Appointments committee meetings in 2017 were:

Recommendation on the re-appointment of directors whose term of office is due to expire • Selection of Nathalie Wright to replace Jean-Paul Villot • Review of the composition of the Board and its committees • Separation of functions: identifying profiles and conducting interviews • Appointment of a salaried director within Neopost France • Checking the independence criteria for each director • Drawing up policy and targets to improve gender balance on the Board • Study on gender parity in Neopost • Ideas on the succession plan for the Group's talents • Presentation and description of the principles of separating functions • Staggering of mandates aimed at a maximum of 3 mandate validations per year •

Selection/appointment of directors

Independence of the directors

Balanced representation for women and men

Miscellaneous

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REGISTRATION DOCUMENT 2017 / NEOPOST