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The Chairman of the Board of Directors organizes and directs the work of the Board and reports to the general meeting. She/he is responsible for ensuring the smooth functioning of the company's divisions and, in particular, that the managers are able to fulfill their mission. Pursuant to Act No. 2008-649 of July 3, 2008, by decision dated December 16, 2014, the Board decided to adopt as its Model Code the Code of Corporate Governance MIDDLENEXT.

Composition of the bodies of Corporate Management and Governance

Directors

- Chairman of the Board of Directors: Mr Etienne FRECHIN
- CEO: Mr Matthieu FRECHIN
- COO : Mr Dominique DERVEAUX
- Deputy CEO & Pharmacist Manager : Mr Alain MASSON

The Board of Directors
The Board of Directors, presided by its Chairman, determines the direction of the business of the Company and ensures its implementation. The Chairman of the Board of Directors organizes and directs the work of the Board and reports to the general meeting. He/she is responsible for ensuring the smooth functioning of the company's divisions and in particular, that the managers are able to fulfill their mission.

The Board of Directors, on the day of the establishment of this reference document, is composed of eight members, including four who qualify as independent directors:
- Mr Etienne Frechin
- Mrs Audrey CHANOINAT
- Mr Luc FRECHIN 
- Mrs Marie-Josèphe BAUD
- Mr Matthieu FRECHIN
- Mr Louis CHAMPEL
- Mr Philippe ARNOLD
- Mme Elisabeth PACAUD 

To the Company's knowledge, during the past five years, no member of the Board of Directors of the Company:

- has been convicted of fraud or has had any official public sanction pronounced against him /her by the statutory or regulatory authorities;
- has been involved in a bankruptcy, receivership or liquidation as a manager or company agent;
- has been prevented from acting as a member of a board, managerial or monitoring body or participating in the management of a issuer.

The committees of the Board of Directors

The Board of Directors is assisted in its work by an Audit Committee, a Compensation Committee and a Strategy Committee.

The Audit Committee
The Board of Directors set up an Audit Committee at its meeting on 4 April 2008. The task of this committee is to advise the Board of Directors on semi-annual and annual corporate and consolidated financial statements of Vétoquinol SA. The financial statements submitted to the Board of Directors must include full disclosure.

On the date this reference document was introduced, the Audit Committee comprised:
- Mr Philippe ARNOLD, independent member 
- Madame Marie-Josèphe BAUD, independent member 
- Mr Louis CHAMPEL, independent member
- Mr Luc FRECHIN, member 
- Mme Elisabeth PACAUD  

The Compensation Committee
The Compensation Committee was instituted by the terms of the meeting of the Board of Directors held on April 9, 2004 with the purpose of examining the compensation of the corporate officers of the Company and, as needed, of the employees of the member companies of the Group.

The members are:
- Mr Philippe ARNOLD, independent member 
- Madame Marie-Josèphe BAUD, independent member 
- Mr Louis CHAMPEL, independent member
- Mr Luc FRECHIN, member 
- Mme Elisabeth PACAUD  

The Strategy Committee
The Strategy Committee was established on September 18, 2006. Its primary role is to issue recommendations for the Board of Directors in the following areas:
- reviewing external development opportunities;
- studying the evolution and perspectives of the Group’s activities both on national and international scale;
- reviewing the international expansion projects;
- reviewing both company and managers’ strategies that could be implemented, notably with regard to investments.

The committee currently comprises the following individuals:
- President, Mr. Etienne Frechin;
- CEO, Mr. Matthieu Frechin;
- COO, Mr Dominique Derveaux;
- 4 independent members.

Shareholdings of members of the board and management as of 30 April 2021

Name Unrestricted
ownership
Usufruct Ownership without
usufruct
TOTAL (*) % Application
for options

Mr Etienne Frechin

10 586 78 684   10 586 0.10% NA

Mr Matthieu Frechin

113 280   13000 126 280 1.06% NA

Mr Luc Frechin

95 000     95 000 0.80% NA

Mr Philippe Arnold

2     2 NS NA

Mr Louis Champel

100     100 NS NA

Mr Alain Masson

1600     1600 0.01% 600

Mrs Marie-Josèphe Baud

200     200 NS NA

Mr Dominique Derveaux

0     0 NS NA

Mrs Elisabeth Pacaud

2     2 NS NA
Total number of shares making up the share capitall: 11.881.902

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