6 CORPORATE GOVERNANCE 6.3.3 Operating procedures and work 6.1 SAFRAN’S CORPORATE of the Board of Directors 357 GOVERNANCE STRUCTURE 318 6.3.4 Committees of the Board of Directors 361 Corporate governance reference framework 318 6.3.5 Self-assessment by the Board 6.1.1 Board of Directors – Separation of the roles of its operating procedures 367 of Chairman of the Board of Directors and Chief Executive Officer 318 6.4 APPLICATION 6.1.2 Powers and responsibilities of the Chairman OF THE AFEP–MEDEF of the Board of Directors 318 CORPORATE GOVERNANCE CODE 368 6.1.3 Powers and responsibilities of the Chief Executive Officer 319 6.5 DIRECTORS’ INTERESTS IN 6.1.4 Powers and responsibilities THE COMPANY’S SHARE CAPITAL 369 of the Board of Directors 319 6.5.1 Compulsory shareholdings 369 6.2 MEMBERSHIP STRUCTURE 6.5.2 Code of Ethics 369 OF THE BOARD OF DIRECTORS 321 6.5.3 Transactions in the Company’s shares carried out by corporate officers 6.2.1 Summary table of information and senior managers 370 about Directors (at the filing date of this Universal Registration Document) 322 6.6 COMPENSATION POLICY 6.2.2 Directors’ profiles (at the filing date AND COMPENSATION PACKAGES of this Universal Registration Document) 326 FOR CORPORATE OFFICERS 371 6.2.3 Other information about the Board 6.6.1 Compensation policy of Directors’ membership structure 346 for corporate officers – 2021 371 6.2.4 Independence and diversity 6.6.2 Compensation and benefits of the Chairman of the Board of Directors 349 and the Chief Executive Officer for 2020 6.2.5 Additional disclosures about Directors 352 (and components of compensation and 6.2.6 Changes in the membership benefits for 2021 that have already been set) 382 of the Board of Directors 353 6.6.3 Directors’ compensation (formerly “attendance fees”) 396 6.3 OPERATING PROCEDURES 6.6.4 Long-term incentive plan 398 AND WORK OF THE BOARD OF DIRECTORS 6.7 CROSS-REFERENCE TABLE FOR AND THE BOARD COMMITTEES 356 THE CORPORATE GOVERNANCE 6.3.1 Summary table of attendance at meetings REPORT PREPARED of the Board of Directors IN ACCORDANCE and the Board Committees in 2020 356 WITH ARTICLE L.225-37 OF 6.3.2 Board of Directors’ Internal Rules 357 THE FRENCH COMMERCIAL CODE 402 2020 UNIVERSAL REGISTRATION DOCUMENT SAFRAN I 317 CORPORATE GOVERNANCE 6 Safran’s corporate governance structure This chapter constitutes the main body of the Board of Directors’ report on corporate governance(1). It provides information on the membership structure of the Board of Directors, the Company’s application of the AFEP-MEDEF Corporate Governance Code, which it uses as its corporate governance framework, the conditions for preparing and organizing the work of the Board of Directors and the Board Committees, the powers of the Chairman of the Board of Directors and the Chief Executive Officer, and the compensation policy applicable to the corporate officers, as well as the components of their compensation and benefits. 6.1 SAFRAN’S CORPORATE GOVERNANCE STRUCTURE Corporate governance reference framework Safran uses as its corporate governance framework the Where certain recommendations included in this Code or in “Corporate Governance Code of Listed Corporations” its application guidelines are not implemented, the reasons (revised version dated January 30, 2020), drawn up jointly by are explained in section 6.4, “Application of the AFEP-MEDEF the French employers’ associations, AFEP(2) and MEDEF(3), as Corporate Governance Code” of this Universal Registration well as the related application guidelines (revised version of Document. March 2020). These documents are available on the AFEP and MEDEF websites at www.afep.com and www.medef.com. 6.1.1 Board of Directors – Separation of the roles of Chairman of the Board of Directors and Chief Executive Officer Shareholders at the Annual General Meeting of April 21, 2011 Company’s bylaws, the Chief Executive Officer’s initial approved the adoption of a corporate governance structure term corresponds to his term as a Director and therefore with a Board of Directors. runs until the close of the 2023 Annual General Meeting. Consequently, on December 16, 2020, the Board also At its meeting on April 23, 2015, the Board of Directors opted appointed Olivier Andriès as a Director, to replace to separate the roles of Chairman of the Board of Directors Philippe Petitcolin – who stood down from the Board – for a and Chief Executive Officer. Following the appointment of term commencing on January 1, 2021 and expiring at the Olivier Andriès as the new Chief Executive Officer, the close of the 2023 Annual General Meeting. This appointment Company will maintain the same governance structure. reflects the Board’s continuing belief that it is useful and ◼ On April 23, 2015, Ross McInnes was appointed Chairman necessary for the Chief Executive Officer to also be a of the Board of Directors for an initial period of four years. Director of the Company, as it enables the Chief Executive At its meeting on May 23, 2019, as the Board wished to Officer to be among his peers around the Board table, and continue to benefit from Ross McInnes’ commitment, also allows the Board to benefit from his contribution to its expertise and professionalism, it re-appointed him as its discussions. Chairman for the duration of his term as a Director, i.e., until the Annual General Meeting to be held in 2023. The complementary profiles, expertise and careers of the The Board took this decision in view of its satisfaction with Chairman of the Board of Directors and the Chief Executive (i) the governance structure based on segregated roles of Officer will be a major factor for ensuring the Group’s smooth Chairman of the Board and Chief Executive Officer, and governance, based on transparency between Executive (ii) Ross McInnes’ performance of his duties as the Board’s Management and the Board, and a balanced, measured split Chairman. between the roles of the Chairman and the Chief Executive ◼ On December 16, 2020, following the announcement after Officer which ensures their duties are effectively segregated. its November 4, 2019 meeting, the Board of Directors See section 6.2.2 of this Universal Registration Document for officially appointed Olivier Andriès as the Group’s Chief the profiles of the Chairman of the Board of Directors and the Executive Officer, succeeding Philippe Petitcolin with Chief Executive Officer. effect from January 1, 2021. In accordance with the 6.1.2 Powers and responsibilities of the Chairman of the Board of Directors The Board of Directors assigned the following specific abroad in dealings with government authorities, major responsibilities to Ross McInnes in his role as Chairman of the customers, partners and institutional shareholders; Board of Directors: ◼ organizing the Board’s strategic work; ◼ representing the Group (with the support of and in ◼ working with the Board on the preparation and concertation with Executive Management) in France and implementation of succession plans for the Group’s key operations managers and support function managers. (1) Report drawn up in accordance with Article L.225-37, paragraph 6, of the French Commercial Code. (2) Association française des entreprises privées. (3) Mouvement des entreprises de France. 318 I SAFRAN 2020 UNIVERSAL REGISTRATION DOCUMENT CORPORATE GOVERNANCE Safran’s corporate governance structure In addition, Ross McInnes represents the Board of Directors ◼ rapidly and effectively adapting the Board’s work program and is responsible for organizing and managing the work of and meeting schedule to the situation caused by the Covid-19 the Board, on which he reports to shareholders at the Annual crisis that has impacted the entire aerospace sector. The General Meeting. He coordinates the work of the Board and underlying aim was to fully involve the Board in monitoring, the Board Committees, as well as ensuring that the guiding and supporting Executive Management in ensuring Company’s corporate governance structures function the Group’s day-to-day running and implementing the effectively and, particularly, that Directors are in a position to measures and decisions required for Safran to adapt to the properly perform their duties. To that end, in accordance with crisis. By being fully involved, the Board was also able to the applicable legislation and Article 15.2 of the Company’s regularly take stock of how the pandemic was affecting the bylaws, he is responsible for: Group’s situation in terms of health and safety, operations, ◼ calling Board meetings based on an annual schedule and manufacturing capabilities and financial performance. It also on other occasions where necessary, drawing up the meant that the Board could be presented with the adaptation agenda and ensuring that the Directors are given the plans as they were drawn up and given updates on their appropriate information; progress, and take all related decisions within its remit; ◼ ensuring that the Board Committees discuss certain ◼ determining and preparing, in conjunction with the Chief matters in preparation for Board meetings and that the Executive Officer, the particular issues and strategy points Directors respect the Board of Directors’ Internal Rules and to be discussed at the Board’s Annual Strategy Seminar; the Board Committees; ◼ further developing shareholder dialogue, notably through ◼ monitoring the implementation of the Board’s decisions. governance roadshows organized for the Group’s main shareholders and investors in order to present the Board’s membership structure and the organization