RULES OF THE BOARD

Rules governing the operation of Soitec’s Board of Directors

Soitec’s Board of Directors currently counts twelve members.
Since the annual shareholders' meeting of 25 July 2016, the statutes were amended to provide that the term of directors elected after that date would be three years.

Compensation of corporate officers and directors’ fees

The Board of Directors sets the company’s business strategy and ensures that it is implemented. The Board also determines corporate officers’ annual compensation, which consists of a fixed amount plus a performance-based incentive package that includes a variable bonus and the allocation of financial instruments.
Directors’ fees (for non-executive directors) are determined at Soitec’s annual shareholders’ meeting. Soitec's annual shareholders' meeting of July 27, 2017 capped at €500,000 per fiscal year the directors' fees.

Evaluation of Board operations

The Board of Directors meets eight times per year on average and bases its discussions and decisions on the work of the Strategy Committee, the Sensitive Strategic Issues Committee, the Audit and Risks Committee, the Compensation Committee and the Nominating Committee.
In 2010 Soitec set up a process to evaluate the proper functioning of the Board of Directors. Each director receives at the end of the fiscal year a standard questionnaire based on the AFEP-MEDEF model to assess their level of satisfaction on the boards. The evaluation confirmed that the Board of Directors and its Committees are functioning as intended.

Rules governing the Board of Directors and its Committees

The Board of Directors and the Committees operate according to a set of rules that are updated regularly. The rules outline Board and Committee operations and set forth the directors’ principal obligations.