EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Management and Supervisory Bodies

Pursuant to the provisions of Article L. 225-68 of the French Commercial Code, the corporate governance report is presented separately from the management report. It includes information on the activities of administrative and management bodies, management compensation and the application of the Corporate Governance Codes, as detailed in Articles L. 225-37-3 to L. 225-37-5. It also includes the Supervisory Board’s observations on the Executive Board’s report and on the financial statements for the fiscal year 2017 (see the cross-reference table in the 2017 Registration Document, p. 408).

The management report covers the conduct of the business, risks and corporate social responsibility. Information on internal control and risk management procedures implemented by Eurazeo is presented in the management report in Section 3.4 of the Registration Document.

Management and Supervisory Bodies 3.1

3.1.1

ROLE, ACTIVITIES AND MEMBERS OF THE EXECUTIVE BOARD

AND THE SUPERVISORY BOARD

Duties 3.1.1.1 At the Shareholders’ Meeting of May 15, 2002, Eurazeo adopted a corporate governance structure comprising an Executive Board and a Supervisory Board. As part of the Company’s conversion to a European company at the Shareholders’ Meeting of May 11, 2017, the Executive Board and Supervisory Board structure was retained. The Supervisory Board oversees the Company’s management in accordance with applicable laws and regulations and the Company’s Bylaws. Its distinguished members meet as frequently as the Company’s interests require, and at least once a quarter. Managerial functions are carried out by the Executive Board, which meets at least once a month and as often as required in the best interests of the Company. The Executive Board is vested with the most extensive powers to act on behalf of the Company in all circumstances, within the limits of the corporate purpose and subject to the powers expressly attributed by law and the Company’s Bylaws. Members of the Executive Board may, with the authorization of the Supervisory Board, divide management tasks among themselves. This division of tasks may, under no circumstances, cause the Executive Board to lose its status as the governing body responsible for the collective management of the Company. Throughout the year, the Supervisory Board performs the checks and controls it deems warranted, and may request any document it considers necessary to carry out its duties.

The Executive Board submits a monthly report to the Chairman of the Supervisory Board on the Company’s investments, cash position, transactions and debt, if any.

Members of the Executive Board 3.1.1.2 as of March 19, 2018 At the date of this Registration Document, the Executive Board had four members. Executive Board members since March 19, 2018 are Virginie Morgon, Chairwoman of the Executive Board, Philippe Audouin, Directeur Général Finances - CFO, Nicolas Huet and Olivier Millet. The Supervisory Board meeting of November 27, 2017 renewed Virginie Morgon’s term of office as a member of the Executive Board for a period of four years, effective March 19, 2018. The Board also appointed Virginie Morgon as the Company’s Chairwoman of the Executive Board, replacing Patrick Sayer, whose fourth term of office as Chairman and a member of Eurazeo’s Executive Board ended on March 18, 2018. This appointment, decided unanimously by the Supervisory Board, is part of a smooth transition plan, reflecting the high quality of the Company’s governance. The Supervisory Board meeting of March 8, 2018 renewed Philippe Audouin’s term of office as a member of the Executive Board and appointed Nicolas Huet and Olivier Millet as members of the Executive Board for periods of four years, effective March 19, 2018.

Executive Board members

Age Nationality

Position at Eurazeo * End of term of office

Virginie Morgon Philippe Audouin

48 years 61 years 47 years 54 years

French French French

Chairwoman of the Executive Board Directeur Général Finances - CFO

2022 2022 2022 2022

Nicolas Huet Olivier Millet

General Secretary

French Chairman of the Executive Board of Eurazeo PME

*

As of March 19, 2018.

132

2017 Registration document

Eurazeo