DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance The Board of Directors

This report was prepared in accordance with the provisions of the final paragraph of Article L. 225-37 of the French Commercial Code and was approved by the Board of Directors on December 4, 2019.

The Board of Directors 2.1

ensuring the quality of the information provided to shareholders and p to the financial markets; approving the Company’s separate and consolidated annual and p half-year financial statements; preparing the Company’s business reports and those of its p subsidiaries; preparing this report; p determining the amount of the endorsements, guarantees and p security interests that can be granted by the Chairman and Chief Executive Officer; approving related-party agreements and commitments before p submitting them to shareholder vote, and examining, on an annual basis, the agreements still in force during the fiscal year. The Board of Directors gives its opinion on all decisions relating to the Company’s major strategic, economic and financial policies, and sees to their implementation by executive management. The Board of Directors approves the strategy proposed by executive management. The Chairman informs the Board of any matter, and in a more general way, of any fact that calls into question the implementation of any part of the strategic plan. Rules applicable to the appointment and 2.1.3 replacement of Board members Composition of the Board of Directors (Article 14) “The Company shall be managed by a Board of Directors made up of at least three and no more than 18 members. However, in the event of a merger, this threshold of 18 persons may be exceeded in accordance with the requirements and limits established by the French Commercial Code. Directors are appointed by a shareholders’ ordinary general meeting, which may dismiss them at any time. In the event of a merger or demerger, they may be appointed by a shareholders’ extraordinary general meeting. Legal entities that are appointed directors shall designate a permanent representative, who shall be subject to the same requirements and obligations as if he/she were a director in his/her own name. An employee of the Company may be appointed as a director only if his/her employment contract is for an actual position.

Governance structure 2.1.1 When renewing the CEO’s term of office, at its meeting on February 10, 2016, the Board of Directors unanimously decided to combine the roles of Chairman of the Board of Directors and CEO. As a result, the General Management of the Company is performed by Mr. Daniel Derichebourg. General Management duties are shared with Mr. Abderrahmane El Aoufir, whose term of office as Deputy CEO was also renewed by decision of the Board on February 10, 2016. The Deputy CEO has the same powers as the CEO, including that of representing the Company vis-à-vis third parties. The Board considered that he held operational duties that promote decision-making. No formal restriction has been placed on the Chairman and CEO’s powers, other than that provided for by law concerning the Company’s granting of endorsements, guarantees and security interests. However, the Chairman and CEO normally requires the prior consent of the Board of Directors for any decision whose implementation or consequences could have a material impact on the Group’s business activities, assets or liabilities. This is the case for operations such as those listed below, without this list being exhaustive or imperative: significant planned acquisitions; p the granting of specific guarantees that do not legally require the p Board’s prior approval; acquisition or disposal of significant assets. p Duties of the Board of Directors 2.1.2 The Board of Directors determines the Company’s business strategy and sees to its implementation. Subject to the powers expressly vested in shareholders’ meetings, and in accordance with the corporate purpose, the Board handles any matter that may affect the Company’s operations and meets to decide all matters within its remit. The Board of Directors shall perform any audits and verifications that it deems necessary. The Board of Directors is tasked in particular with the following: protecting the Company’s interests; p conducting any checks it deems appropriate within the scope of the p Company’s business operations; choosing the management method; p appointing and dismissing executive officers; p determining the compensation of executive officers; p

DERICHEBOURG p 2018/2019 Universal Registration Document 59