FFP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Composition of the Board of Directors at 31 December 2017

Mr. Georges Chodron de Courcel (1)

Mr. Patrick Soulard (2)

Mrs. Marie-Françoise Walbaum

Mrs. Marie-Françoise Walbaum

Mrs. Dominique Netter

Criteria for independence Not to be an employee or executive officer of the company, or an employee or director of its parent or of a company that the latter consolidates, and not to have been in such a position for the previous five years Not to be an executive officer of a company in which the company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the company (currently in office or having held such office for less than five years) is a director

✓

✓

✓ ✓ ✓

2

✓

✓

✓ ✓ ✓

Though a former Chief Operating Officer of BNP Paribas SA, a company that has granted FFP three credit lines amounting to €197 million, the Board of Directors believes that he qualifies as an independent director based on:  W his retirement from BNP Paribas in September 2014;  W FFP’s longstanding banking relationship with BNP Paribas SA;  W the fact that these credit lines were obtained on an arm’s length basis;  W the existence of other credit lines provided by other banks: FFP has credit lines totalling €979.5 million available to it, which were granted on comparable terms and conditions;  W the fact that it is normal for a holding company to have credit lines proportional to its activities. The Board believes that he qualifies as independent, even though he has held office for over 12 years given the independence of mind and free thinking that he displays at Board meetings. His extensive knowledge of the Company’s activities and the experience he has gained by serving on the Board have increased his freedom of expression and independent judgement. He is not influenced by any interest in the Company, which represents another token of his independence. ✓ ✓

Not to be a customer, supplier, investment banker or commercial banker:  W that is material to the company or its group;  W or for a significant part of whose business the company or its group accounts

✓

✓ ✓ ✓

Not to be related by close family ties to an executive officer

✓

✓ ✓ ✓

Not to have been an auditor of the company within the previous five years

✓

✓ ✓ ✓

The Board believes that he qualifies as independent, even though he has held office for over 12 years given the independence of mind and free thinking that he displays at Board meetings. His extensive knowledge of the Company’s activities and the experience he has gained by serving on the Board have increased his freedom of expression and independent judgement. He is not influenced by any interest in the Company, which represents another token of his independence.

Not to have been a director of the company for more than 12 years

✓ ✓ ✓

(1) The reappointment of Georges Chodron de Courcel as a non-independent director will be proposed at the Annual General Meeting of the shareholders on 17 May 2018. (2) The reappointment of Patrick Soulard will not be proposed at the Annual General Meeting of the shareholders on 17 May 2018.

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FFP

2017 REGISTRATION DOCUMENT