FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

Composition and operating procedures of the Board committees

It ensures that there is a process for identifying and analysing risks potentially impacting financial and accounting information. It oversees its introduction and makes sure that remedial measures are implemented to rectify any shortcomings identified. It examines the insurance policy adopted. O The statutory audit of the annual financial statements and the consolidated financial statements by the Statutory Auditors. It examines the conclusions drawn by the Statutory Auditors based on their procedures and ensures that their recommendations are implemented. The Committee, which has access to all the information it requires, may meet with FFP’s, FFP INVEST ’s and FFP Investment UK Ltd’s Statutory Auditors, separately from the Executive Management. It examines the main points of the investor relations policy. O The independence of the Statutory Auditors. It conducts the selection procedure for the Statutory Auditors, in preparation for decisions to be made by the Board of Directors, and makes sure they are independent. It issues a recommendation concerning the Statutory Auditors proposed for appointment at the Annual General Meeting. It examines the fees charged by them. The committee meets at least twice a year prior to the approval of the annual and interim results, where necessary with the assistance of any modern communication system. A schedule of committee meetings is drawn up at the end of the previous year. Ten to fifteen days prior to the committee meeting, a notice of meeting, including the agenda and draft minutes of the previous meeting, is sent to each member for their observations on the draft version. Where appropriate, in the week preceding the committee meeting, the members are sent papers containing the preparatory documents for the agenda points. The committee met four times during 2017. The average attendance rate at this committee was 100%. In 2017, the committee considered the following matters: O financial statements: review of the parent company and consolidated financial statements for the year ended 31 December 2016 and of the management report on business trends and results in 2016, review of the dividend policy, review of the first-half 2017 consolidated financial statements and interim financial report, review of draft press releases on financial statements; O financing and hedging policy: review of the status of the bank lines, review of plans for “Euro PP” private placement bond issues, and review of the hedging policy for interest-rate and currency exposure; O risk management and internal control: review of the internal control and risk management section of the report by the Chairman of the Board of Directors, review of the mapping of the Company’s risk factors; O reappointment of the Statutory Auditors. The Finance and Audit Committee reports to the Board of Directors on its work.

In addition, on behalf of the Board of Directors, the committee monitors the activities of companies in which FFP, FFP INVEST and FFP Investment UK Ltd have a shareholding. To this end, the committee keeps track of the activities and results of shareholdings, analyses their strategy and recommends the position to be adopted on decisions proposed to the corporate bodies of the portfolio holdings when FFP, FFP INVEST or FFP Investment UK Ltd are represented directly or indirectly on the Board of Directors or Supervisory Board of said shareholdings. It meets when convened by its Chairman as many times as necessary and at least twice a year. A schedule of committee meetings and a provisional work programme are drawn up at the end of the previous year. Ten to fifteen days prior to the committee meeting, a notice of meeting, including the agenda and draft minutes of the previous meeting, is sent to each member for their observations on the draft version. Where appropriate, in the week preceding the committee meeting, the members are sent papers containing the preparatory documents for the agenda points. The Investments and Shareholdings Committee reports on its work to the Board. The Investments and Shareholdings Committee met six times in 2017. The average attendance rate at this committee was 71%. In 2017, the committee considered the following matters: O the investment plans, some of which went ahead during the year, and private equity commitments; O a review of the results of shareholdings. The Financial and Audit Committee has four directors, three of whom are independent based on the AFEP-MEDEF criteria. It has the following members: O Luce Gendry, Chairman of the committee; O Christian Peugeot, Patrick Soulard; O Marie-Françoise Walbaum. The Financial and Audit Committee is responsible for making preparations for decisions to be made by the Board of Directors on accounting and financial matters. Without prejudice to the authority of the Board of Directors and Executive Management, the committee has particular responsibility for monitoring: O The process of preparing financial information. It examines the parent-company financial statements of FFP and of its subsidiaries FFP INVEST and FFP Investment UK Ltd, and also FFP’s consolidated financial statements, prior to meetings of the Board of Directors responsible for approving the annual or interim financial statements. It studies any plan to introduce accounting guidelines or change accounting methods and keeps track of accounting standards. It makes sure that accounting and financial information is produced in line with the statutory requirements, the recommendations of the regulatory authorities and the Company’s internal procedures. O The effectiveness of internal control and risk management systems.

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FFP

2017 REGISTRATION DOCUMENT