EURAZEO_REGISTRATION_DOCUMENT_2017

GOVERNANCE Risk management, internal control and main risk factors

Governance: the Supervisory Board and the specialized committees The Supervisory Board permanently oversees the management of the Company by its Executive Board. It also refers to the work and opinions of the specialized committees to which it has assigned tasks. Under the Bylaws and/or the law, a certain number of transactions, including some that pertain to the investment business, require prior authorization by the Supervisory Board, in particular: the partial or full disposal of investments; • the appointment of one or more Eurazeo representatives to the • Boards of any French or non-French companies in which the Company holds an investment with a value equal to or greater than €200 million (1) ; the acquisition of a new or additional investment in any entity or • company, or any acquisition, exchange or disposal of shares, property, receivables or securities involving an investment by Eurazeo of more than €200 million (1) ; agreements regarding debt, financing or alliances, whenever the • total amount of the transaction or agreement, performed in one or more stages, exceeds €200 million (1) . Upstream of these transactions, the Supervisory Board relies on the opinion and recommendations of the Finance Committee, which can also be consulted on projects of less than €200 million. As part of its duties, the Audit Committee plays a role in the oversight of the internal control and risk management system. In this respect, the Internal Audit and Risk Department reports the conclusions of its procedures to this committee at least twice annually and brings to its attention the most important risk topics. The CSR Committee was created in 2014 to monitor CSR aspects, primarily to enable Eurazeo to best anticipate the risks relating to employee, societal and environmental issues. The committee refers to the work of the CSR Department. Each Board Committee Chairman reports on their committee’s work to the Supervisory Board, particularly on priority risk areas. The following table summarizes the types of risk examined specifically by the Board and its committee according to their respective duties. Focus on Supervisory Board Strategic risks • Finance Committee Risks relating to investment and • divestment decisions Audit Committee Financial, operating and compliance • risks Efficiency of risk management and • internal control systems CSR Committee Risks relating to employee, societal and • environmental issues A.

First line of defense B. The Executive Board and the Executive Committee As of December 31, 2017, the Executive Board had three members (the Chairman of the Executive Board, the Deputy CEO and the Chief Financial Officer). The duties of secretary of the Executive Board are performed by Eurazeo’s General Counsel. It generally meets twice a month and as often as Eurazeo’s interests require. The Executive Committee meets at least twice a month to centralize information concerning the Capital, Croissance, Patrimoine and Brands divisions and make the necessary decisions, it being noted that Eurazeo PME has its own governance structure (for investment and divestment decisions). Work includes a review of investment projects presented by the investment teams and a review of portfolio investments. It is comprised of members of the Executive Board, the General Counsel and four Managing Partners (in charge of Eurazeo Development and the Patrimoine, Capital and PME investment divisions). Division investment teams In the various divisions, the members of the dedicated investment teams perform the diligences required by investment procedures for the appraisal of investment opportunities, the optimization of acquisition and financing strategies, the monitoring of investments and the preparation of disposals (see detailed description in Section 3.4.1.1). The teams generally comprise three members per deal/investment. For each investment or divestment project, the teams notably present the key risks identified and the related mitigation plans. Eurazeo Development team The Eurazeo Development team is responsible for sourcing the investment profiles defined by Eurazeo’s Executive Committee, in order to identify and examine opportunities, and better understand vendors at a very early stage. This approach, which primarily seeks to identify non-brokered deals, offers a competitive edge in the sales process and can reduce exposure to competition inherent to brokered deals. The Eurazeo Development team is also responsible for setting-up fund raising programs with minority investment partners. The Chief Financial Officer, who is a member of the Executive Board, is responsible in particular for preparing the financial information produced for use within the Company or outside the Company. He coordinates the activities of several departments that are at the heart of the accounting and financial internal control system: Accounting and Tax, Consolidation, Management Control, Treasury-Financing, Risk Management, Internal Audit, Financial Communications and Investor Relations. As a member of the Executive Board, he provides a link between the people who prepare and control the financial information and the Executive Committee. The internal control system governing accounting and financial reporting is presented in Section 3.4.1.4. (p. 191). The second line of defense C. Chief Financial Officer

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Art. 14 of Eurazeo SE’s Bylaws. (1)

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Eurazeo

2017 Registration document