Board Rules of Procedure

Neopost S.A.

The Rules of Procedure were adopted by the Board of Directors on 30 March 2004.

1. PURPOSE

The purpose of the Rules of Procedure is to set out the duties and operational procedures of the Board of Directors, along with its members’ rights, obligations and recruitment practices, within the scope of their powers, in order to ensure the Company’s long-term future and harmonious development and optimize the sustained creation of value for shareholders, employees and the Company’s various partners.
The Rules of Procedure shall only be approved and amended by decision of the Board of Directors.

2. THE DUTIES OF THE BOARD OF DIRECTORS

In addition to the duties attributed to the Board by law and by the articles of association, shall:

  • Appoint and remove the Chairman and Chief Executive Officer upon the reasoned proposal of the Appointments Committee
  • Revise the definition of an independent director every year upon the proposal of the Appointments Committee and while taking into consideration changes to the Company, its environment and the applicable law and set this out in the Annual Report
  • Identify independent directors on an annual basis, upon the proposal of the Appointments Committee
  • Determine directors’ remuneration upon the reasoned proposal of the Remuneration Committee
  • Approve the Chairman’s Report on the preparation and organization of the work of the Board,  internal control procedures implemented within the Company and restrictions imposed on the powers of general management by the Board
  • The Report shall pertain to the company’s consolidated financial statements
  • The Board of Directors shall evaluate the sources, expertise and methods used to draw up this report
  • Check the nature and quality of the resources used by general management to ensure the reliability of the internal procedures employed to compile and report on both financial and non-financial information
  • More particularly, after receiving the opinion of the Remuneration Committee, check the remuneration policy for the Group’s executive staff and whether it is in line with market conditions, together with shareholder communications on directors’ remuneration
  • Appoint the members of the specialized committees in accordance with their rules
  • Modify the Rules of Procedure of each committee on the basis of any changes to the Company, its environment and the applicable law, after receiving the opinion of each committee
  • Approve strategic decisions and budgets on an annual basis
  • Approve significant acquisitions and disposals
  • Approve restructuring plans and significant extra-budgetary investments or investments not in line with the planned investment strategy
  • Follow progress made in implementing the decisions made
  • Examine the compatibility of “extra audit” duties of considerable importance assigned to the auditors, upon the proposal of the Audit Committee
  • Generally, examine all matters within the remit of the Board of Directors by virtue of the articles of association and the legislation in force.

3. COMPOSITION AND OPERATIONAL PROCEDURES OF THE BOARD

a. Composition

  • Two thirds of the Board shall be independent directors.  Directors shall be appointed for a term of three years.
  • One third of the Board shall be up replaced every year, in compliance with the articles of association
  • Candidates for apppointment to the Board of Directors and the positions of Chairman and Chief Executive Officer shall be pre-selected and presented to the Board by the Appointments Committee

The definition of an independent director shall be approved by the Board upon the proposal of the Appointments Committee.

This definition shall be discussed at the first Board Meeting held each calendar year and possibly revised, upon the proposal of the Appointments Committee.

The applicable definition shall be appended to these Rules of Procedure.

b. Operational Procedures

The Chairman shall organise and direct the work of the Board.
The Board of Directors shall meet at least four times a year and as many times as deemed necessary upon the Chairman sending out a letter or e-mail convening a meeting subject to at least seven days notice.
Documents containing information regarding the agenda shall be sent out by senior management as expeditiously as possible by mail, e-mail, express mail or any other method, immediately they are finalized and wherever possible several days ahead of the meeting.

c.  Specialized Committees

The Board of Directors is supported by three standing committees:

  • The Audit Committee
  • The Remuneration Committee
  • The Appointments Committee

The objectives, composition, role, remit and powers and operational procedures of these committees are defined by the rules, as appended to these Rules of Procedure.

A Director’s attendance at a committee may be grounds for an increase in his/her fees by decision of the Board of Directors.

The Board of Directors may resolve to set up other specialized permanent or non-permanent committees to perform specific duties.  Prior to this, it shall ensure that at least one of the Directors on the committee has the required skills and expertise to deal with the matters that fall within the remit of this committee.

The rules of each committee may only be modified upon the decision of the Board of Directors.

4.  DIRECTORS’ RIGHTS

Each director has the right to:

  • Request any necessary information related to the agendas of Board Meetings or Committee Meetings from the Chairman or Chief Executive Officer
  • Request that certain Group officers attend Board Meetings depending on the agenda
  • Request the Chairman or Chief Executive Officer organise and attend as many meetings as necessary in order for specific matters that fall within its remit to be examined in more detail

The Chairman or Chief Executive Officer is required to forward all the necessary documentation and information to each director to allow him/her to perform his/her functions, in a timely manner within the deadlines
The Chairman or Chief Executive Officer shall make the relative documentation for the agenda available to the Board or Committee.
If the Chairman or Chief Executive Officer deems it necessary, he may call and convene a meeting of any one of the committees and, more particularly, the Audit Committee, as many times as are considered necessary.

5. DIRECTORS’ DECLARATION AND UNDERTAKING

When appointed, each Director shall undertake:

  • Should he/she qualify as an independent director, to at all times meet the criteria for an independent director as defined by the Board or to immediately advise the Chairman should such criteria be in jeopardy of not being met
  • To familiarize him/herself with the legal, statutory and regulatory obligations arising from his/her office and to comply with these
  • To acquire a minimum number of company shares to approximately the value of the director’s fees received in the course of one year
  • To make him/herself available and to devote the necessary time and attention to his/her duties, regularly attend and contribute to Board Meetings and meetings held by any committee of which he/she is a member
  • To make inquiries about and request necessary information from the Chairman of the Board in good time to allow him/her to gain an
  • To treat information not in the public domain acquired in the course of his/her duties with the strictest confidence
  • To refrain from any transaction involving Neopost SA securities for which he/she is in possession of confidential information acquired in the course of his/her duties and, in this respect to observe the Shareholders/Officers’ Charter introduced at Neoport SA and to comply with it (see Appendix)
  • To attend General Meetings of Shareholders, should the Chairman so request
  • In the event of repeated non-attendance or failure to comply with his/her undertakings, to tender his/her resignation, should the Board so request.

6.  TRANSCRIBING THE MINUTES OF MEETINGS

The minutes of meetings held by the Board of Directors shall set out or show in detail:

  • The purpose of the meeting or agenda and the type of meeting (videoconference or physical attendance)
  • Possibly the number of meetings organised in relation to the matter discussed
  • The number and names of attendees (directors, senior management members, experts, auditors, people from outside the company, etc.)
  • The nature of the information provided and the date it was distributed to attendees
  • Proposals made during these meetings; questions raised and answers provided by all attendees
  • The opinions and positions of each of the members in attendance on each item on the agenda.  In the event of a vote, the outcome of the vote.