Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 73 2017-2018 2 Table of the composition of the Board of Directors on June 30, 2018 Nationality Age Independence  (1) Commencement of the mandate Date of last renewal Expiry of current mandate Number of years on the Board Attendance rate at Board meetings Audit and Risk Management Committee Strategic Committee Philippe AYMARD Chairman of the Board of Directors French 58 No 2006 2017 2020 12 years 100% - Member Annick BRUNIER French 58 No 2017 - 2020 1 year 100% - - Mary DUPONT-MADINIER Franco- American 63 Yes 2014 2017 2020 4 years 85.71% - Member Jean-Yves FOUCAULT French 63 No 2006 2016 2019 12 years 100% Member Chairman Miriam MAES Dutch 62 Yes 2013 2016 2019 5 years 100% Chairwoman - Sébastien VIDAL French 42 No 2016 2017 2020 2 years 100% - - Pascal VIGUIER French 54 No 2007 2016 2019 11 years 100% Member Member Number of meetings 7 3 1 Average attendance rate 93.88% 91.67% 100% (1) Independence according to the criteria of the Middlenext Corporate Governance Code as interpreted by the Board of Directors at its meeting of June 27, 2018. Vilmorin & Cie’s Board of Directors does not include any Member of the Board representing employees, in accordance with the exemption provided for in article L.225-27-1 paragraph 3 of the French Commercial Code. For the purpose of their mandate, all members of the Board can be contacted at the following address: c/o Vilmorin & Cie – CS 20001 Saint-Beauzire – F-63360 GERZAT. The Board of Directors attaches particular importance to its composition and that of its Committees. It ensures that the profiles of Members of the Board are complementary, in terms of nationality and skills (agricultural expertise, accounting and financial knowledge, etc.). It also ensures that the Board maintains an independence rate appropriate to the Company’s shareholding structure (cf. section 2.2.3.), as well as a balanced representation of women and men on the Board. Independence of the members of the Board of Directors Respecting the suggestions of the AFEP-MEDEF report of October 2003, and the recommendation of the European Commission of February 15, 2005, the Board of Directors was extended in December 2007 to integrate an independent Member of the Board. In accordance with the Middlenext Corporate Governance Code and as specified in the Internal Regulations of Vilmorin & Cie, the Company ensures that at least two members of the Board of Directors are independent members and meet the following criteria: they have not been, within the last five years, an employee or corporate officer of the Company or a company in its group, they have not had, in the last two years, and do not currently have, a significant business relationship with the Company or its group (customer, supplier, competitor, service provider, creditor, banker, etc.), they are not a reference shareholder of the Company and do not hold a significant percentage of voting rights, they do not have a close relationship or close family tie with a corporate officer or a reference shareholder, they have not been, during the course of the last six years, the Company’s Statutory Auditor. Mary DUPONT-MADINIER and Miriam MAES are thus considered as Independent Members of the Board because they have no financial, contractual, family or significant proximity relationship with Vilmorin & Cie that could impair their independence of judgment. At its meeting of June 27, 2018, Vilmorin & Cie’s Board of Directors, verified that Mary DUPONT-MADINIER and Miriam MAES fulfilled these independence criteria. Balanced representation of women and men on the Board of Directors A mixed gender Board of Directors was instigated in fiscal year 2013-2014 through the successive appointment of two female Directors. On June 30, 2018, the presence of three women out of a total of seven Members of the Board on Vilmorin & Cie’s Board of Directors, ensures women are represented above the threshold of 40%, in compliance with article L.225-18-1 of the French Commercial Code. 2.2. The Board of Directors Report on CORPORATE GOVERNANCE