EURAZEO_REGISTRATION_DOCUMENT_2017

3 GOVERNANCE

Risk management, internal control and main risk factors

The General Counsel and the Legal Department The General Counsel coordinates the activities of the Legal, Human Resources, CSR and Risk Management teams during the acquisition phase. These corporate teams work hand-in-hand with the investment teams using, in particular, a common risk identification tool. The Legal Department assists the investment team with analyzing investment transactions and monitoring the companies in which Eurazeo invests. Generally, it oversees compliance with legislation and regulations in countries where Eurazeo and its holding companies are established (France, Luxembourg and the United States), is in charge of corporate secretary of Eurazeo and the companies within the consolidation scope of its holding companies, and coordinates the monitoring of legal developments. The Legal Department is also responsible for insurable risks. Eurazeo has insurance policies with top-tier insurance companies. In particular, these policies cover: third-party liability for Eurazeo’s corporate officers and representatives working at its subsidiaries and at companies in which it holds stakes, as well as professional third-party liability; “all risks with exceptions” relating to business premises; third-party liability for business operations and; personal accident insurance, covering Company employees during business trips (“personal accident” contract). Finally, the General Counsel monitors the disputes and litigation to which Eurazeo is exposed. The Internal Audit and Risk Department The Risk and Internal Audit Department has several roles: it takes part in risk assessment and the conduct of due diligences • during the investment project vetting phase, alongside the investment teams and the Legal and CSR Departments. It also assists portfolio companies with the implementation of their post-acquisition priority projects, notably with respect to compliance. Its attendance at Audit Committee meetings of investments (as a permanent guest) is an effective risk monitoring driver over time; it assesses Eurazeo’s risk management and internal control • processes and issues recommendations to strengthen efficiency. It reports hierarchically to the Chairman of the Executive Board, and functionally to the Chief Financial Officer. It also performs audits on the Eurazeo scope and in certain investments. The annual audit plan is approved by the Executive Board and reviewed by the Audit Committee, to which the Audit and Risk Department reports on the results of its work, primarily by presenting a summary of the most material risks identified. The CSR Department The CSR Department assists the investment team with the performance of CSR due diligence and with monitoring the investments in order to identify all CSR issues, opportunities and risks (see Section 2.1, CSR in the investment policy). It also implements non-financial reporting, in accordance with the requirements of the Grenelle II law and assists the portfolio companies with the roll-out of their CSR progress plans. The contribution of transversal committees The creation of a certain number of committees that bring together various functions of the organization promotes the interaction required for the internal control system to work properly. The Risk Committee The Risk Committee meets once a month. It comprises the Chief Financial Officer, the General Counsel, the Managing Director of Eurazeo Capital and the Internal Audit and Risk Director. It focuses on priority risks and monitors the implementation of related risk mitigation action plans, as well as progress with the work of the Audit and Risk Department.

The Management Committee The Management Committee, chaired by the Chief Financial Officer, brings together all managers in charge of corporate functions at Eurazeo SE. It meets twice a month to discuss current issues and ongoing projects that cut across the Company. The Treasury Committee The Treasury Committee primarily comprises the Chief Financial Officers of Eurazeo and Eurazeo PME, the Director of the Treasury-Financing Department. It meets once a month. Its role consists in defining the treasury policy to be implemented, and adapting it in line with market conditions and the operating needs of Eurazeo SE. promote honest and ethical behavior Risk prevention and compliance with internal procedures is the responsibility of everyone within the organisation. The internal control system is therefore based on an environment that promotes honest and ethical behavior, particularly through the communication of a certain number of essential principles, values and practices. Code of Ethics Eurazeo has a Code of Ethics. It defines the values and principles that must guide the behavior of its employees and the stakeholders with which Eurazeo has a relationship. In particular, the Code covers certain commercial practices (notably the amount of gifts received from outside), the management of conflicts of interest, the confidentiality of information, respect for persons and private life, data protection, the use of Company assets and the prevention of corruption and influence peddling. Each employee formally undertakes to comply with this Code. Securities trading code of conduct Eurazeo has a securities trading code of conduct that governs trading in Eurazeo SE shares by Executive Board members, Supervisory Board members and non-voting members. It was supplemented in 2012 by a securities trading code of conduct applicable to the members of the Executive Board and all employees of the Company, setting out their obligations in respect of inside information, the penalties applicable and the restrictions on the exercise of share purchase or subscription options and the sale of free shares. This charter governs transactions in Eurazeo SE shares, notably prohibiting transactions during the closed periods defined in accordance with AMF recommendation no. 2010-07 of November 3, 2010, but also trading in the securities of Eurazeo’s subsidiaries or investments whose securities are traded on a regulated market. The code of conduct was updated in December 2016 to reflect the provisions of the Market Abuse Regulation and particularly the definitions of inside information and closely related persons, the penalties applicable and reporting obligations. Fight against money laundering and terrorist financing In the course of its acquisition and divestment activities, Eurazeo uses KYC (Know Your Client) procedures under the supervision of the Legal Department. These procedures are based on market practices. An environment which seeks to 3.4.1.3

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2017 Registration document

Eurazeo