FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

FFP’s Internal Rules and Stock Market Code of Ethics

Nonetheless, these systems for attending Board meetings may not be used for the purpose of determining the quorum and a majority of votes when the Board of Directors is called upon to approve the Company’s parent-company financial statements and the consolidated financial statements and also to consider the management report, including the Group’s management report. Minutes The Board’s deliberations must be clear. The minutes of meetings must provide a summary of discussions and state the decisions made. They are especially important because they provide, if needed, a record of how the Board discharged its duties. Without being unnecessarily detailed, they must succinctly state the questions raised and reservations expressed. The minutes of Board meetings are prepared after every meeting and sent to all Board members, who are invited to make observations. Any observations are then discussed at the following Board meeting. The definitive minutes of the previous meeting are then approved by the Board. Evaluation of the Board’s effectiveness The Board of Directors must ensure that it conducts an assessment from time to time of its and its committees’ composition, organisation and procedures. The Board will devote an annual agenda point to this review, and a formal evaluation led by the Chairman of the Board of Directors is conducted every three years. Remuneration The Board of Directors allocates the attendance fees allotted by the Annual General Meeting on the recommendation of the Governance, Appointments and Remuneration Committee. This allocation takes into account the duties performed by the directors for the Board and its committees, as well as their actual attendance. Role of the Chairman and Chief Executive Officer The Board of Directors elects a Chairman from among its members, who must be an individual. The Chairman is appointed for a term that may not exceed that of his/her appointment as a director. The Board of Directors chooses which mode of Executive Management is to be adopted. At its meeting on 11 March 2002, it opted for the combined form, that is the Chairman of the Board also serves as the Company’s Chief Executive Officer. The Chairman runs the Board of Directors’ meetings, organising and directing its work. He/she is responsible for the smooth running of the Company’s internal bodies, including its committees. As Chief Executive Officer, he/she implements the strategic direction set by the Board of Directors and oversees day-to-day management of the Company. For investments in and divestments of shareholdings, the Chairman and Chief Executive Officer is responsible for implementing in the interests of the Company the decisions made by the Board of Directors as effectively as possible, and he/she reports to it subsequently. He/she may be assisted by a Chief Operating Officer.

The Chairman and Chief Executive Officer represents the Company vis-à-vis third parties.

Board committees

RULES COMMON TO ALL THE COMMITTEES The Board of Directors may decide to set up new committees. It then lays down their terms of reference, and they operate under its authority. These committees play a role in studying and preparing certain Board discussions and submit their opinions, proposals and recommendations to the Board. The Board has three committees: O a Governance, Appointments and Remuneration Committee; O an Investments and Shareholdings Committee; O a Financial and Audit Committee. The committee members are chosen from among the Board members. They are selected by the Board on the recommendation of the Governance, Appointments and Remuneration Committee. The length of their appointment is aligned with their term of office as a director, it being understood that the Board of Directors may at any time make changes to the composition of the committees and thus terminate a committee member’s appointment. A committee member may be reappointed at the same time as his/her term in office as a director is renewed. Each of the committees elects its own Chairman and determines the internal rules applicable to the conduct of its work. The Board Secretary handles the secretarial duties for the Board committees, except for the Governance, Appointments and Remuneration Committee, for which the Chairman appoints another secretary. The committees meet whenever they are convened by their Chairman, which is whenever he/she or the Board deem this to be appropriate. The agenda for the meetings is set by the committee’s Chairman, in conjunction with the Chairman of the Board, when the latter convenes the meeting. The agenda is sent to committee members prior to the meeting together with information pertinent to discussions. Each committee member may be represented by another member of the same committee pursuant to a written power of attorney. Each committee is deemed to deliberate validly when at least half its members are present or represented. A simple majority vote is required to pass resolutions. The Chairman of each committee has a casting vote in the event of a split vote. In an emergency, each of the committees may validly deliberate by consulting its members individually. Each committee reports on how it has discharged its duties at the following meeting of the Board of Directors. Unless special arrangements are made, the minutes of each meeting are drawn up by the secretary of the meeting appointed by the committee Chairman, acting under his/her authority. They are sent to all the committee members. The committee Chairman decides on how he/she reports to the Board on its work.

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FFP

2017 REGISTRATION DOCUMENT