FFP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

FFP’s Internal Rules and Stock Market Code of Ethics

GOVERNANCE, APPOINTMENTS AND REMUNERATION COMMITTEE Composition The committee must have at least three members, who are directors of the Company. It is chaired by an independent director and consists of a majority of independent directors. The Chairman of the Board takes part in the committee’s work, except with regard to issues concerning him/her. Role The role of the Governance, Appointments and Remuneration Committee is to: Concerning the Board of Directors: O submit proposals to the Board of Directors concerning the appointment or reappointment of directors; O submit proposals to the Board of Directors concerning the composition of committees or the Board; O conduct from time to time an assessment of the structure, size and composition of the Board of Directors and make recommendations to it concerning any possible alterations; O review from time to time the criteria used by the Board to qualify a director as independent; examine every year on a case-by- case basis the status of each director or director candidate based on the independence criteria adopted. Concerning the Chairman and Chief Executive Officer and the Chief Operating Officer: O examine, as and when required, including upon the expiry of the relevant terms in office, whether to reappoint the Chairman and Chief Executive Officer and the Chief Operating Officer; O examine the succession plan for executive directors applicable in particular in the event of the unexpected vacation of their office; O examine the individual remuneration of the Chairman and Chief Executive Officer and the Chief Operating Officer and make the corresponding recommendations to the Board; O propose the remuneration of the Vice-Chairman/Vice- Chairmen; O examine and propose to the Board of Directors the amount and scale for dividing up the attendance fees allotted to the directors and to the committee members; O examine Executive Management’s proposals concerning the general policy for the award of stock options and the general policy on incentives. Concerning the Company’s representatives on the Board of Directors or Supervisory Board of third-party companies: O appoint the Company’s representatives on the Board of Directors or Supervisory Board of third-party companies.

Concerning governance: O inform the Board about the possible modes of Executive Management; O examine changes in the corporate governance rules, especially those affecting the Code to which the Company refers and inform the Board thereof; monitor application of the corporate governance rules laid down by the Board of Directors and ensure shareholders are kept abreast of this issue; O make preparations for the assessment of the Board and its committees; O prepare for Board decisions concerning updates to its Internal Rules. The committee Chairman makes the Board aware of his/her recommendations. Organisation of tasks The committee meets at least once every year, when convened by its Chairman. The committee meets in advance of the approval of the agenda for the Annual General Meeting, to review the draft resolutions to be submitted to it and falling within its authority. A committee member may not take part in voting when, where appropriate, the committee is considering his/her reappointment or remuneration. The committee formulates an opinion on potential investments and disposals presented to it by FFP’s Executive Management, before formal approval is given by the Board of Directors. To this end, it reviews all aspects of the transactions and makes sure that they are consistent with FFP’s strategy, meet its investment criteria and are compatible with its financial position. Treasury investments and portfolio investment securities are not covered by this procedure. 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. Organisation of tasks The committee meets when convened by its Chairman as many times as necessary and at least twice a year. INVESTMENTS AND SHAREHOLDINGS COMMITTEE Composition The committee must have at least three members, who are directors of the Company. Role

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FFP

2017 REGISTRATION DOCUMENT