DERICHEBOURG - Universal registration document 2018-2019

02

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

The Board of Directors 2.1

59

Governance structure 2.1.1

59 59 59 60 63 68 69 69 70

Duties of the Board of Directors 2.1.2

Rules applicable to the appointment and replacement of Board members 2.1.3

Composition of the Board of Directors 2.1.4 Members of the Board of Directors 2.1.5

Conflicts of interest 2.1.6

Functioning of the Board of Directors 2.1.7

Corporate Governance Code 2.1.8 Board rules of procedure 2.1.9

Special committees of the Board of Directors 2.2

70

Audit Committee 2.2.1

70 71

Appointments and Compensation Committee 2.2.2

The Deputy Chief Executive Officer 2.3

72

Compensation of the members of the Board of Directors 2.4 and executive officers

73

Compensation of the non-executive members of the Board of Directors 2.4.1

73 74

Compensation paid to executive officers 2.4.2

Executive officers’ declaration concerning transactions 2.5 in the Company’s shares

77

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