BOARD COMMITTEES

Committees of the Soitec Board of Directors

Five of the Committees of the Soitec Board of Directors – the Audit and Risks Committee, the Compensation Committee, the Nomination and Governance Committee, the Strategic Committee and the Restricted Strategic Matters Committee – are run according to AFEP-MEDEF governance recommendations (AFEP is an association of France’s top listed companies; MEDEF is the country’s leading federation of employees).

The missions of each committee are more fully described in the internal regulations of the Board of Directors.

Audit and Risks Committee

The Audit and Risks Committee currently includes seven directors. The Committee, which reports to the Board of Directors, is tasked with overseeing the preparation and control of Soitec’s financial statements and reports. The Audit and Risks Committee’s oversight role covers all aspects of the financial information production process, from ensuring the effectiveness of internal control and risk management processes to conducting the legally-required audits of the company’s annual financial statements (and, if required, having the consolidated financial statements audited by and verifying the independence of the statutory auditors). The Committee reports regularly to the Board of Directors and informs the Board immediately of any issues encountered.

Compensation Committee

The Compensation Committee currently includes seven directors. The Committee is provided with up-to-date information on Soitec executives’ compensation packages and is tasked with making compensation and benefits recommendations for corporate officers.

Nomination and Governance Committee

The Nomination and Governance Committee currently includes six directors. The Committee also helps manage the succession of Soitec corporate officers and establishes the procedure for selecting future independent directors.

Strategic Committee

The Strategy Committee currently includes ten directors. The Strategy Committee’s mission is to assist the Board of Directors in determining and regularly reassessing Soitec’s strategy. The Committee examines a number of factors, including Soitec’s current situation and identified growth drivers, to provide insight into the company’s strategy going forward. The Committee bases its recommendations on in-depth analysis, conscientious discussion, and careful consideration of the potential impacts of high-level strategic decisions.

Restricted Strategic Matters Committee

The Restricted Strategic Matters Committee currently consists of six directors. It decides on any project transfer (either through an assignment, the granting of a license, or otherwise) or any other proposed joint venture involving Smart Cut™ and to make recommendations to the Board in this regard.