FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

FFP’s Internal Rules and Stock Market Code of Ethics

Should the Chief Executive Officer die, resign or be dismissed, the Chief Operating Officers retain their duties and their powers until a new Chief Executive Officer is appointed, unless the Board decides otherwise. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers granted to the Chief Operating Officers. Any restrictions on these powers are not binding on third parties, with each Chief Operating Officer possessing the same powers as the Chief Executive Officer vis- à-vis them. Where a Chief Operating Officer is also a director, the term of his/ her duties may not exceed the length of his/her appointment as a director. The age limit is 70 years of age for the position of Chief Executive Officer and Chief Operating Officer, with the relevant individual’s duties coming to an end at the close of the first Annual Ordinary General Meeting following the date of his/her relevant birthday. presented by the Chairman and reviewed by the Investments and Shareholdings Committee. On a case-by-case basis, the Board of Directors may set price limits that may not be breached in its decision or attach any other specific conditions that must be abided by. Subject to the powers expressly granted to General Meetings and without exceeding the scope of the corporate objects, the Board considers any matters influencing the smooth running of the Company and settles any issues affecting it. The Board conducts the controls and checks that it deems appropriate. Each director receives all the information needed to discharge his/her duties and may ask for any documents that he/ she considers useful. The Board may decide to set up committees responsible for studying issues that it or its Chairman submits for their consideration. It determines the composition and terms of reference for committees, which operate under its authority. The committees may not make decisions in place of the Board, except where the Board specifically gives authority to do so. COMPOSITION OF THE BOARD The Board of Directors elects a Chairman from among its members and, if it deems appropriate, one or more Vice-Chairmen. The Vice- Chairman is responsible for replacing the Chairman if he/she is unable to attend. The Board also appoints a person to act as Secretary, who may or may not be a Board member. The Secretary makes sure that the Board follows its own operating rules. The Secretary prepares the minutes from meetings of the Board and its committees and circulates them. He/she is authorised to provide certified copies or excerpts from said minutes.

He/she represents the Company in its dealings with third parties. The Chief Executive Officer binds the Company even by dint of acts that do not fall within the corporate objects, unless the Company can prove that the third party knew that the act exceeded the corporate objects or could not fail to have known that such were the case in the circumstances. Mere publication of the Articles of Association does not suffice as proof thereof. The Board of Directors may restrict the powers of the Chief Executive Officer, but any such limitation is not binding on third parties. The Chief Executive Officer may partially delegate his/her authority to as many representatives as he/she deems fit. On the recommendation of the Chief Executive Officer, the Board of Directors may appoint one or more Chief Operating Officers, up to a maximum of five. The Chief Operating Officers must be individuals and may be selected from among the directors or from outside the Board. Introduction The Board of Directors drew up the terms of these Internal Rules, which present the rules of conduct applicable to all directors and individuals attending meetings of the Board. The aim of these Internal Rules, which were adopted by the Board on 12 September 2013, is to establish and stipulate, alongside the provisions of law, the regulations and the Articles of Association, how the Board and its committees should be organised and operate, in the interests of the Company and its shareholders. They also lay down the rights and duties of each Board member. The Company’s Board of Directors refers to the corporate governance principles established in the AFEP-MEDEF Code, as amended in its latest version dated November 2016. ROLE AND RESPONSIBILITIES OF THE BOARD The Board of Directors is a collective decision-making body that represents all the shareholders. Pursuant to Article 10 of the Articles of Association, the Board of Directors sets the Company’s strategic direction and oversees its implementation. On the recommendation of the Chairman, the Board of Directors sets the Company’s strategic direction. The Chairman must ensure the relevance, reliability and clarity of the information provided to shareholders and to the financial markets, in line with the applicable accounting standards. Specifically for investments in and divestments of shareholdings, the Board of Directors makes a decision concerning the plan 2.6 The Board of Directors

FFP’s Internal Rules and Stock Market Code of Ethics

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FFP

2017 REGISTRATION DOCUMENT