EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE 3.1.3

Management and Supervisory Bodies

SUPERVISORY BOARD

Independence of the Supervisory Board 3.1.3.1 Pursuant to the AFEP-MEDEF Code, a Supervisory Board member is considered to be independent if he or she: is not and has not been during the course of the previous five • years: an employee or executive corporate officer of the Company, → an employee, executive corporate officer of a company or a Director of a company consolidated within the Company, an employee, executive corporate officer or a Director of the → Company’s parent company or a company consolidated within this parent; is not an executive corporate officer of a company in which the • Company holds a Directorship, either directly or indirectly, or in which an employee or executive corporate officer of the Company (currently in office or having held such office during the last five years) is a Director; is not a client, supplier, investment banker or corporate banker: • material to the Company or its group of companies, or → which derives a material portion of its business from the Company or its group of companies; is not bound by close family ties to a corporate officer; • is not, and has not been over the previous five years, a Statutory • Auditor of the Company, has not been a Director of the Company for more than 12 years. • In addition, the Supervisory Board took account of the recommendation of the AFEP-MEDEF Code which states that for major shareholders, holding over 10% of the share capital and voting rights of the Company, “the Board, based on a report of the Appointment Committee, should systematically consider the independent status taking account of the composition of the share capital of the Company and the existence of potential conflicts of interest”. The AFEP-MEDEF Code clarifies with respect to the business relationship criteria that “the assessment of the material nature of the business relationship with the Company or its group must be deliberated by the Board and the criteria underpinning the assessment explained in the Registration Document”. The Compensation and Appointment Committee meeting of February 23, 2018, assessed the material nature of any business relationships between certain members of the Supervisory Board and

the Company. It is recalled that the material nature of the business relationship must be assessed taking account of:

Qualitative criteria

Quantitative criteria amount of fees, •

potential economic dependence • between parties; importance and nature of transactions; • specific characteristics of certain • contracts; position of the Director within the • co-contracting company (decision-making power, division, etc.).

commission and other remuneration paid by the Company to the co-contracting company;

price of the service • (market price).

The Compensation and Appointment Committee considered that when the amount paid by the Company to the contracting party is less than 10% of the total amount of fees, commission and remuneration paid during the year by the Company, the business relationship is not material. Above 10% of the total amount of fees, commission and remuneration paid by the Company, the business relationship will be considered material where this threshold is exceeded during three consecutive years, thereby demonstrating the long-term nature of the relationship. The positions of Jean-Charles Decaux, Co-Chief Executive Officer of JCDecaux SA, and JCDecaux Holding SAS, coopted by the Supervisory Board meeting of June 26, 2017 as members of the Supervisory Board, were examined with respect to the AFEP-MEDEF Code independence rules. As JCDecaux Holding SAS holds more than 10% of Eurazeo’s share capital, they are not considered independent. Anne Dias’ position was also closely examined by the Compensation and Appointment Committee on November 25, 2016. The Supervisory Board concluded that Anne Dias should be considered as independent as she satisfies all the independence criteria set out in the AFEP-MEDEF Code. In addition, as part of the review of candidatures for appointment to the Supervisory Board, the Supervisory Board meeting of March 8, 2018 examined the positions of Amélie Oudéa-Castera and Patrick Sayer with regards to the independence rules set out in the AFEP-MEDEF Code. The Supervisory Board concluded, at the recommendation of the Compensation and Appointment Committee, that Amélie Oudéa-Castera should be considered as independent as she satisfies all the independence criteria set out in the AFEP-MEDEF Code. Patrick Sayer is not considered independent due to his past duties as executive corporate officer of the Company.

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2017 Registration document

Eurazeo