FFP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

FFP’s Internal Rules and Stock Market Code of Ethics

As far as possible, the requisite papers for informing directors about the agenda and about all the matters submitted for the Board’s consideration should be enclosed with the notice of meeting or sent to them a reasonable time in advance of the meeting. Any person who is not a member of the Board of Directors may be invited to attend all or part of its meetings, if the Chairman of the Board of Directors so decides. He/she may not take part in the deliberations and is subject to the same confidentiality undertakings as directors. Information for Board members When considering decisions, directors must ensure that they have the information they deem essential for the smooth running of the Board and its committees. If it is not available, or if they believe it is not available, they must request it. Such requests should be made to the Chairman and Chief Executive Officer, who must ensure that directors are able to perform their duties. At each meeting, the Chairman gives an update on the transactions entered into since the previous meeting and on the main plans in progress and likely to go ahead before the next Board meeting. Every year the Board conducts a review of the key points in the management report and of the deliberations presented to the General Meeting of the shareholders. Furthermore, the Board of Directors is informed by Executive Management at least once every six months of the Company’s financial position, cash position and commitments. Between meetings, the directors are sent any useful information concerning the Company, if its importance or urgent nature so requires. The Board of Directors may entrust one or more of its members, or third parties, with special duties or assignments, such as to conduct a study of one or more given matters. Board proceedings For the Board of Directors to transact business validly, at least half the total number of its members must be present. Directors may be represented by another director pursuant to a written power of attorney. Decisions are made based on a majority vote of members present or represented. In the event of a split vote, the Chairman of the meeting holds a casting vote. Participation in Board meetings via video- or teleconferencing systems Directors may participate in a Board meeting using a video- or teleconferencing system permitting their identification and allowing them to take part effectively. In this case, they will be deemed present for the purpose of determining the quorum and a majority of votes.

At least one-third of the Board members must qualify as independent directors. The Board has adopted the AFEP-MEDEF Code’s definition of an independent member. This states that a member is to be considered as independent where he/she has no relationship of any type whatsoever with the company, its group or its managers liable to compromise his/her independent judgement. To this end, in qualifying a member as independent the Board may be guided by the criteria below, which state that the individual must not: O 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 must not have been in such a position for the previous five years; O 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; O be a customer, supplier, investment banker or commercial banker: • that is material to the company or its group, • or for a significant part of whose business the company or its group accounts; O be related by close family ties to an executive director; O have been an auditor of the company within the previous five years; O have been a director of the company for more than 12 years. Every year, the independence of each of the directors is discussed by the Governance, Appointments and Remuneration Committee and reviewed on a case-by-case basis by the Board of Directors according to the criteria outlined above. Whenever a new director is appointed or an existing director reappointed, his/her independence is also discussed. Notice of Board meetings The Board of Directors meets as often as required by the Company’s interests, when convened by the Chairman or, failing this, by one of the duly appointed Vice-Chairmen. Except in special circumstances, notices of meeting will be sent out in writing at least eight days prior to each meeting. Notice of Board meetings may be given in any form, in writing or orally. That said, when circumstances require and when the timing of transactions is not aligned with that of its meetings, especially when investments and disposals are involved, the Chairman may exceptionally solicit the Board’s position by convening a meeting with 24 hours’ notice. The schedule of Board meetings for the following year is set no later than by 31 December, except for meetings called at short notice. OPERATING PROCEDURES

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FFP

2017 REGISTRATION DOCUMENT