FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

Composition of the Board of Directors at 31 December 2017

Application of the principle of the balanced representation of men and women on the Board of Directors Women accounted for 40% of the members of the Board of Directors at 31 December 2017. This percentage was in line with the law of 27 January 2011 on the balanced representation of men and women on Boards of Directors and Supervisory Boards and on gender balance.

Implementation of the AFEP-MEDEF Code’s “comply or explain” rule

Provision of the AFEP-MEDEF Code not observed Independent directors Article 8.5: “ The criteria to be reviewed by the committee and the Board in order for a director to qualify as independent (...) are the following: (…) not to have been a director of the company for more than 12 years ”

Full explanation

The Board of Directors decided to set aside the requirement that directors who have served for more than 12 years should not be regarded as independent in respect of the 2017 financial year. The Board believes that Patrick Soulard and Georges Chodron de Courcel should be regarded as independent, even though they have held office for over 12 years given the independence of mind and free thinking they have displayed at Board meetings. Their extensive knowledge of the Company’s activities and the experience they have gained by serving on the Board have increased their freedom of expression and independent judgement. They are not influenced by any interest in the Company, which represents another token of their independence. That said, the proposal submitted to a vote by shareholders at the Annual General Meeting on 17 May 2018 will be:  W to reappoint Georges Chodron de Courcel, but as a non-independent director, and  W not to reappoint Patrick Soulard.

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FFP

2017 REGISTRATION DOCUMENT