DERICHEBOURG - Universal registration document 2018-2019

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

Independent directors

relationship of any kind whatsoever with the Company, its group or its management that may interfere with his or her freedom of

According to the AFEP-MEDEF Code, an independent director is defined as follows: “A director is independent when he or she has no

judgement.”

Bernard Val

Matthieu Pigasse

Françoise Mahiou

Catherine Claverie

Criteria to be considered

Absence of employee/corporate officer status during the previous five years.

P

P

P

P

Absence of cross-directorships

P

P

P

P

Absence of significant business relations

P

P

P

P

Absence of family ties

P

P

P

P

No auditing relationship within the past five years

P

P

P

P

No directorship held in the Company for more than 12 years

X

X

P

P

Absence of non-executive corporate officer status

P

P

P

P

Absence of major shareholder status

P

P

P

P

In compliance with the recommendations of the AFEP-MEDEF Code, the Appointments and Compensation Committee meeting of December 3, 2019, issued an opinion on the independence of the members of the Board of Directors based on the independence criteria adopted for the Company. Having taken into account this opinion, the Board of Directors’ meeting of December 4, 2019 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered as independent directors in spite of a term of office exceeding 12 years, in particular due to their training, as well as the authority and experience that these directors demonstrate in management and business administration, and in financial matters. However, the Board considered that this exemption was only valid until the end of those directors’ current terms of office. Moreover, concerning the business relations criterion for Mr. Matthieu Pigasse, the Company has not used the services of Banque Lazard for three years. The Board thus has four independent directors out of a total of eight directors, i.e. more than one-third of Board members. Representation of women within the Board of Directors The Board of Directors currently comprises three female members out of a total of eight members, i.e. 37.50%, being close to 40%. The difference between the number of directors of each gender is therefore no more than two, in accordance with the provisions of Article L. 225-18-1 of the French Commercial Code. Conflicts of interest 2.1.6 By law, and in accordance with the AFEP-MEDEF Code, directors are subject to compliance with the rules in force regarding conflicts of interest and market ethics. With the exception of: the existing lease between Société des Demueyes, owned by the p Derichebourg family and managed by Mr. Daniel Derichebourg, and Revival, for premises in Comines (59), for an annual rent of €34 thousand;

the existing lease between Mrs. Ida Derichebourg and Polybuis for p the premises located at 106, rue du Moulin de Cage, 92230 Gennevilliers: land used for storing trucks, cloakrooms, offices, for an annual rent of €45 thousand. This lease was entered into before she took office; the service agreement concluded between Derichebourg and DBG p Finances, aiming to define the terms and conditions of DBG Finances’ input into the definition and oversight of Group strategy (see 2.6.2); the agreement to use the Derichebourg trademark in exchange for p royalties concluded with TBD Finances, both companies being controlled by the Derichebourg family (see 2.6.3); the planned disposal of SCI la Futaie and SCEA du Château p Guiteronde (operating company) to SCEV La Tour Guiteronde held by CFER, controlled by the Derichebourg family, for the entreprise value of €2,600 thousand. There are no other potential conflicts of interest between the duties of any member of the Board of Directors and their private interests or other duties. Section 2.6 and the Statutory Auditors’ special report appearing in section 2.9 show the details of these agreements. In addition to the applicable provisions of the French Commercial Code concerning regulated agreements, all directors are required to inform the Board of all conflict of interest situations, even if such conflict is only potential, and must abstain from voting on any decision of the Board of Directors for which the existence of a conflict of interest situation would be presumed. There have been no arrangements or agreements made with the principal shareholders, or with customers or suppliers, pursuant to which a member of the Board has been appointed a director of the Company. Given the four independent directors who serve on the Board of Directors, the Company believes that there is no risk that control of CFER, which holds 41.25% and 57.79% of voting rights, might be exercised improperly.

DERICHEBOURG p 2018/2019 Universal Registration Document 68