EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Management and Supervisory Bodies

Governance 3.1.3.4 The Eurazeo corporate governance approach was implemented several years ago, with the aim of complying with market recommendations that promote transparency with stakeholders and contribute to improving the operation of the Company’s control and management bodies. Eurazeo is convinced that governance is a key factor in the performance and long-term success of companies. The implementation of exemplary governance in Eurazeo and all of its portfolio companies is a priority objective of Eurazeo’s CSR strategy. Internal rules of the Supervisory Board The Supervisory Board’s Internal Rules set forth its operating rules, specifically addressing matters such as participation at Board meetings, independence criteria, the holding of meetings, communications with Board members, prior authorizations of certain transactions by the Supervisory Board, the setting up of committees within the Board, the compensation of its members and ethics issues. The Supervisory Board’s Internal Rules were amended by the Supervisory Board meeting of December 8, 2016 to reflect the AFEP-MEDEF Code, notably with respect to independence criteria for members of the Supervisory Board. They are set out in full in Section 3.1.5 of the 2017 Registration Document (p. 160). Training of Supervisory Board members New members of the Supervisory Board systematically attend presentation meetings of the Company and all its investments given by the relevant member(s) of the Executive Board. These meetings are an opportunity for members who recently joined the Supervisory Board to improve their knowledge of the Group, its operations and its challenges. Moreover, new members of the Audit Committee also benefit from interviews with the Company’s Chief Financial Officer, finance teams and internal audit staff, during which the specific nature of the Company’s accounting and/or financial issues are discussed and new members of the Compensation and Appointment Committee meet with the General Counsel. Ethics When a member of the Supervisory Board is appointed, the Secretary of the Board issues him or her with a file comprising the Bylaws of the Company, the Internal Rules of the Supervisory Board and the securities trading code of conduct. Members of the Supervisory Board must ensure that they understand and comply with the obligations imposed on them by laws, regulations, the Bylaws, the Internal Rules and the securities trading code of conduct. Pursuant to Article 11 of the Bylaws, Supervisory Board members must own a minimum of 250 shares.

This obligation is respected by all members of the Supervisory Board (see table in Section 3.3.1 p. 184). As of December 31, 2017, Victoire de Margerie needed to acquire a further 225 shares in order to comply with this provision. Furthermore, the Supervisory Board Internal Rules require Supervisory Board members to hold a number of Eurazeo shares representing at least one year’s attendance fees, that is, 750 shares, before the end of their term of office. In addition to these obligations, members of the Supervisory Board are required to register all securities they own or come to acquire later. As of December 31, 2017, Supervisory Board members and the non-voting member together held a total of 11,907,569 shares, representing 16.47% of the share capital and 14.35% of voting rights. Members of the Supervisory Board are bound by a general duty of confidentiality regarding the deliberations of the Supervisory Board and the committees, as well as with regard to information of a confidential nature to which they become privy in the course of their duties. The securities trading code of conduct sets out obligations in respect of inside information and the applicable sanctions, as well as the requirement that members of the Supervisory Board report transactions in the Company’s securities. It also prohibits the performance of certain transactions, including the short selling of shares and short-term purchase/resale transactions. In addition, a letter is sent to members of the Supervisory Board at the end of the year to remind them more specifically of the legal and regulatory obligations by which they are bound. This letter also informs them of the closed periods in the coming year during which they must abstain from carrying out transactions in the securities of the Company. The Internal Rules of the Supervisory Board lay down the procedures by which members of the Supervisory Board are kept informed. Throughout the year, the Supervisory Board may request any document it considers necessary to carry out its duties. The Chairman receives a monthly report from the Executive Board on the Company’s investments, cash position, transactions and debt, if any. At least once every quarter, the Executive Board submits a report on the above matters to the Supervisory Board, which includes a presentation of the Company’s business activities and strategy. The Executive Board also supplies the Supervisory Board with half-year budgets and investment plans. A preparatory file covering the key items on the agenda is communicated to members prior to all meetings of the Supervisory Board. In 2013, the Company introduced a specific digital information system for members of the Supervisory Board containing all information they require and updated real time, to help improve the activities of the Supervisory Board. This system provides a secure access at any time to key historical information communicated in preparation of Supervisory Board meetings. Communication of information to Supervisory Board members

156

2017 Registration document

Eurazeo