BOARD COMMITTEES

Committees of the Soitec Board of Directors

Four of the Committees of the Soitec Board of Directors – the Audit and Risks Committee, the Compensation, Benefits, and Nominating Committee, the Strategy Committee and the Sensitive Strategic Issues 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).

Audit and Risks Committee

The Audit and Risks Committee meets at least four times per year and 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, Benefits, and Nominating Committee

The Compensation, Benefits, and Nominating Committee meets at least once per year and 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 the Chairman of the Board of Directors, the Chief Operating Officer, and members of the Board of Directors, whether they are elected corporate officers or Soitec employees. The Committee also helps manage the succession of Soitec corporate officers and establishes the procedure for selecting future independent directors.

Strategy Committee

The Strategy Committee meets at least twice per year and currently includes seven 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.

Sensitive Strategic Issues Committee

The Sensitive Strategic Issues Committee consists of four 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.