DERICHEBOURG - Universal registration document 2018-2019

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

the audit of annual financial statements and, if applicable, of p consolidated financial statements by the Statutory Auditors; the skills and independence of the external experts on which the p Group relies. In this context, it is the committee’s mission to: examine the scope of consolidation and the draft consolidated and p corporate financial statements and related reports that will be submitted to the Board of Directors for approval, accounting methods adopted for the preparation of consolidated or corporate financial statements, as well as the appropriate treatment of significant transactions at the Group level; oversee the choice of the consolidation guidelines, the relevance and p permanence of the accounting methods adopted for the preparation of the consolidated or corporate financial statements, as well as the appropriate treatment of significant transactions at the Group level; verify with General Management that all legal and financial p communications with the stock market authorities are duly completed; assess the degree of satisfaction of the Statutory Auditors with the p quality of the information received from the Company’s departments in the performance of their assignment and to gather management’s comments on the degree of sensitivity of the Statutory Auditors to the Group’s business and its environment; examine any information brought to its attention concerning the p operations and transactions of the Company that raise an ethical problem and with regard to transactions that, depending on their nature and the person involved, would result in a conflict of interest; ensure that major risks are identified, managed, and reported to it. p To this end, it examines the internal control and risk management systems and internal audit program, monitors its progress and the results of the action plans, and informs the Board of improvements that have been or have yet to be made; give an opinion on the appointment or renewal of the Statutory p Auditors; ensure the independence and objectivity of the Statutory Auditors. p The main topics examined by the committee in 2018/2019, at the meetings of December 3, 2018, March 21, 2019 and May 21, 2019, were the following: review of the registration document; p review of the consolidated financial statements as at September 30, p 2018 and the Statutory Auditors’ supplementary report to the Audit Committee; review of the work done on the anti-corruption code of conduct and p the ethics charter;

review of the work done on the GDPR, overview of the situation and p deployment; review of the Statutory Auditors’ terms of office; p analysis of the report on corporate social responsibility (CSR); p review of the half-year consolidated financial statements; p opinion and recommendations to the Board of Directors concerning p the annual and half-year consolidated financial statements; prevention and management of IT risks within the Group, p cybersecurity and data protection. Appointments and Compensation 2.2.2 Committee The Appointments and Compensation Committee was set up by decision of the Board of Directors on October 22, 2018. This committee consists of Mrs. Catherine Claverie (Chairwoman), Mr. Bernard Val, Mrs. Françoise Mahiou and Mr. Thomas Derichebourg. The role of the Appointments and Compensation Committee is to make recommendations or proposals to the Board of Directors following the review of the following issues: the composition of the Board of Directors and the functioning of its p committees, the separation or combination of the functions of Chairman of the Board of Directors and Chief Executive Officer; the renewal and appointment of new directors; p the determination of independent director status under the criteria p set out in the AFEP-MEDEF Code; the succession plan for the Company’s executive officers; p the review of all components that make up the compensation of the p Company’s executive officers; the review of the amount and the allocation criteria for attendance p fees. During the past fiscal year, the committee held one meeting, On December 3, 2018 with a participation rate of 100%. The main topics examined by the committee in 2018/2019 were the following: review of the renewal of directorships (Thomas Derichebourg, Boris p Derichebourg and CFER); review of the compensation policy applicable to executive officers; p review of the independence criteria applicable to independent p directors; opinion and recommendations to the Board of Directors on the p Board’s Corporate Governance report.

DERICHEBOURG p 2018/2019 Universal Registration Document 71