DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance Special committees of the Board of Directors

Code Article AFEP-MEDEF recommendation

Implemented by Derichebourg

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Term of office of independent directors must not exceed 12 years

No. The Board of Directors’ meeting of December 4, 2018 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered independent directors in spite of a term of office exceeding 12 years, in particular due to the authority and experience that these directors demonstrate in management and business administration activities and in financial matters. In addition to harmonious relations between directors and the rate of participation in Board meetings, an assessment of its work will be undertaken during fiscal 2019/2020. A questionnaire is currently being drawn up and will be distributed to directors. No. Since no director performs an activity in the Group’s operating segments or holds any offices in a Group’s competitor, it was not useful to implement such agreements. the role of the Appointments and Compensation Committee; p the directors’ duty of confidentiality; p the directors’ duty of independence; p the directors’ duty of diligence; p the scope of the rules of procedure. p In addition to the duties assigned by law and the bylaws, the Board approves strategic choices, budgets, significant acquisitions and disposals, and restructurings and ensures the quality and reliability of the financial and non-financial information and communications distributed to shareholders. The rules of procedure define the rights and commitments of the directors and place particular emphasis on attendance, confidentiality of the information conveyed, the right of directors to be informed, and restrictions on interventions on Derichebourg stock. The rules set a minimum of two meetings to be held per fiscal year. Finally, they specify the rules for transcribing minutes of meetings.

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Assessment of the work carried out by the Board of Directors

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Signing of a non-competition agreement with a corporate officer

Board rules of procedure 2.1.9 The functioning of the Company’s Board of Directors is governed by rules of procedure approved by the Board at its meeting on June 24, 2004 and modified on December 12, 2006, May 27, 2010, and October 22, 2018. These rules can be amended only by the Board of Directors in accordance with the procedures prescribed therein. These rules of procedure cover the following points: the rules governing the composition of the Board; p the Board of Directors’ duties; p the procedures for convening Board meetings; p the procedures for participating in Board meetings by p videoconference or teleconference; the requirements for the creation and functioning of specialized p committees; the role of the Audit Committee; p

Special committees of the Board of Directors 2.2

The special committees make proposals to the Board, each in their own area.

At the request of the committee members, executive corporate officers may be invited to attend committee meetings as guests, depending on the issues examined. The Audit Committee fulfills the duties assigned to it in Article L. 823-19 of the French Commercial Code. The Audit Committee oversees matters relating to the preparation and auditing of accounting and financial information, in particular: the preparation and disclosure of financial information, in particular p through examination of the scope of consolidated companies; the effectiveness of the internal control and risk management p systems, their deployment and the implementation of corrective actions where appropriate;

Audit Committee 2.2.1 The Board is assisted by an Audit Committee composed of four directors, of whom three are independent directors, which met three times this past financial year with a participation rate of 92%. The Audit Committee consists of Mr. Bernard Val, (Chairman), Mrs. Françoise Mahiou, Mrs. Catherine Claverie and Mr. Boris Derichebourg.

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