MENU GOVERNANCE THE EXECUTIVE COMMITTEE THE BOARD OF DIRECTORS THE AUDIT COMMITTEE THE NOMINATING AND COMPENSATION COMMITTEE THE EXECUTIVE COMMITTEE AN INTEGRATED GROUP MANAGEMENT The Executive Committee exercises an essential role in the Group's corporate governance: It contributes to improve cooperation between the different Group departments and the decision-making process; Covering the most important or most sensitive operational areas, it determines and monitors actions to be carried out in these areas; It coordinates approaches to cross-functional subjects and projects; It anticipates and prepares for organisational and strategic developments for the Company and the Group. Acting as a core group, these senior executives ensure the coherent implementation of the Group’s strategy in their respective departments and that the action plans are coordinated and applied in the Company, the Group and each time companies are consolidated. Executive Committee members: Olivier Rigaud, Chief Executive Officer; Oreste Fieschi, Chief Commercial Officer; Marc Roller, Chief Science Officer; Frédéric Seguin, Chief Industrial Officer; Serge Sabrier, Chief Procurement Officer; François de Gantes, Chief Financial Officer; Alexis Mayer, Human Resources Director; Jean-Noël Lorenzoni, Company Secretary & General Counsel. Olivier RIGAUD Chief Executive Officer Read full profile Oreste FIESCHI Chief Commercial Officer Read full profile Marc ROLLER Chief Science Officer Read full profile Frédéric SEGUIN Chief Industrial Officer Read full profile Serge SABRIER Chief Procurement Officer Read full profile François de GANTES Chief financial officer Read full profile Alexis MAYER Human Resources Director Read full profile Jean-Noël LORENZONI Company Secretary & General Counsel Read full profile THE BOARD OF DIRECTORS The Board of Directors’ task is to determine the operating priorities of the Company and ensures they are implemented. Subject to the powers granted to shareholders' meetings and within the limits of the company's corporate purpose, the Board may address any matter pertaining to the proper management of the Company and settle all items of business relating thereto. In addition to these legal and regulatory attributes, the Board of Directors: manages any matters of relevant to the effective operations of the Company and settles all matters relating thereto; oversees the Company’s management and ensures the quality of the information provided to shareholders and the market through the financial statements or, on the occasion of major transactions, especially involving the company’s shares; examines financing activities, guarantees and cautions given to the Group’s various entities; examines any internal or external transaction likely to have a material effect on results or significantly alter the structure of the balance sheet; carries out the inspections and verifications it deems necessary; and calls shareholders’ meetings and proposes amendments to the articles of association. These powers and authorities are set forth in the Board charter. Paul LIPPENS Chairman of Naturex S.A. Read full profile Hélène MARTEL-MASSIGNAC Vice President of Naturex S.A. Read full profile Olivier RIGAUD Director of Naturex S.A. Read full profile Olivier LIPPENS Director of Naturex S.A. Read full profile Miriam MAES Director of Naturex S.A. Read full profile Anne ABRIAT Director of Naturex S.A. Read full profile Isabelle DE CREMOUX Director of NATUREX S.A Read full profile Daniel CHERON Director of NATUREX S.A Read full profile FIRST NAME - LAST NAME DIRECTORSHIPS AND OFFICES AGE DATE OF APPOINTMENT / REAPPOINTMENT EXPIRATION DATE OF TERM OF OFFICE Paul LIPPENS Chairman of the Board Chairman of FINASUCRE 62 years 24 juin 2015 AGM ruling on the Financial statements for the year ending 31 December 2020 Olivier RIGAUD Director Chief Executive Officer of NATUREX 51 years 31 March 2015 (cooption) 24 June 2015 (AGM ratification) AGM ruling on the Financial statements for the year ending 31 December 2019 Olivier LIPPENS Director Managing Director of FINASUCRE 61 years 8 June 2012 AGM ruling on the Financial statements for the year ending 31 December 2017 Hélène MARTEL MASSIGNAC Vice President of NATUREX Chairwoman and CEO of CARAVELLE 53 years 25 February 2013 (cooption) 26 June 2013 (AGM ratification) AGM ruling on the Financial statements for the year ending 31 December 2016 Anne ABRIAT Independent Director 51 years 26 June 2013 AGM ruling on the Financial statements for the year ending 31 December 2018 Miriam MAES Independent Director Founding Chairwoman of FORESEE London 59 years 26 June 2013 AGM ruling on the Financial statements for the year ending 31 December 2018 Isabelle DE CREMOUX Independent Director Chairwoman of SEVENTURE PARTNER 46 years 24 June 2015 AGM ruling on the Financial statements for the year ending 31 December 2020 Daniel CHERON Independent Director 64 years 24 June 2015 AGM ruling on the Financial statements for the year ending 31 December 2020 THE AUDIT COMMITTEE In light of efforts undertaken in the area of transparency, governance and formalisation of special committees, Naturex's Board of Directors opted to create an independent Audit Committee with its own specific areas of intervention. The Company has referred to the "Report of the Working Group on Audit Committees" of the AMF working group of 22 July 2010 in defining the attributes of this Committee. In accordance with article L.823-19 of the French commercial code, the Audit Committee is responsible in particular for monitoring: the process for producing financial information; the efficiency and effectiveness of internal control and risk management systems; the statutory audit of the annual and consolidated financial statements by the statutory auditors; and the independence of the statutory auditors. In addition, the Committee issues a recommendation on statutory auditors proposed for appointment to the Shareholders’ Meeting. It reports regularly to the Board of Directors on its tasks and informs it immediately of any difficulty encountered. The Committee can take up at any time any significant financial or accounting question and formulate any opinions or recommendations to the Board in the aforementioned areas. The Board may also entrust the Committee with any other assignment it deems appropriate. The Board may also entrust the Committee with any other assignment it deems appropriate. Pursuant to article L.823-19 of the French commercial code, it is up to the Board to establish the Committee’s makeup. Nevertheless, the Committee must be made up exclusively of Board members whereby members of the Audit Committee must not exercise management functions within the Company. Membership of the Audit Committee is as follows: Olivier Lippens, who also serves as the Committee's Chairman; Paul Lippens; Hélène Martel-Massignac ; Daniel Chéron. In accordance with the applicable legal provisions, the directors have special financial or accounting expertise. According to the Governance Code, MiddleNext, one independent director is serving on the Audit Committee. THE NOMINATING AND COMPENSATION COMMITTEE The Nominating and Compensation Committee tasked with making recommendations and proposals to the Board on the following subjects: the appointment of new directors, including in the event of unforeseeable vacancies; the appointment or revocation, on proposal by the Chief Executive Officer, of any executive officer of the Company; the appointment or revocation, on proposal of the Board of Directors, of the Chairman of the Board of Directors and Chief Executive Officer; the make-up and operating of the Board of Directors and the Board committees (including appointments and revocations); the application by the Company of the guidelines adopted for the principles of corporate governance, notably with respect to the compensation policy for executive officers. The Committee also provides the Board with its opinion on the section of the annual report devoted to shareholders information relating to these matters and the work of the Board; the definition of independent director of the Company and the list thereof that are reproduced in the Company's annual report; all components of executive compensation including options to subscribe for or purchase shares as well as compensation and benefits of any nature (including retirement benefits and retirement service payments) paid by the Company or other Companies of the Group. The Board examines and defines rules for determining the variable portion of compensation, their coherence with the annual performance assessment of executive officers and the strategy of the Company, and ensures that these rules are then applied; the Company's general policy with respect to options to subscribe for or purchase shares including the frequency of grants as well as all proposed stock option plans, including their beneficiaries; the Company's general policy with respect to employee share ownership and any employee stock ownership plans that may be considered; directors' fees and rules governing their allocation. Formal procedures have been drawn up that specify the composition, attributes and operating procedures of the Nominating and Compensation Committee Implemented within Naturex S.A. Le Comité de nominations et rémunérations est constitué des membres suivants : Hélène MARTEL-MASSIGNAC, who also serves as the Committee's Chairman; Paul LIPPENS; Miriam MAES. 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