FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

FFP’s Internal Rules and Stock Market Code of Ethics

Organisation of tasks 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. To this end, a schedule of committee meetings is drawn up by the Board of Directors, without prejudice to the stipulations of these Internal Rules as to how meetings of the committees may be convened.

FINANCIAL AND AUDIT COMMITTEE

Composition The committee must have at least three members, who are non- executive directors of the Company. It is chaired by an independent director, and at least two-thirds of its members must be independent. The members must have financial or accounting skills and knowledge. Role The Financial and Audit Committee is responsible for preparing for decisions on financial and accounting matters to be made by the Board of Directors. 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. 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 policy adopted on insurance arrangements; 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 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. main points of the investor relations policy; O the independence of the Statutory Auditors.

Directors’ Charter

KNOWLEDGE OF AND COMPLIANCE WITH THE REGULATIONS

Before accepting the duties of a member of the Board of Directors, candidates must make sure that they are aware of the general and specific obligations incumbent on directors. In particular, they must familiarise themselves with the provisions of law and the regulations in force concerning their duties, the Company’s Articles of Association, the recommendations of the AFEP-MEDEF Corporate Governance Code and these Internal Rules. They must ensure that they abide by these rules, especially those concerning: O the definition of the powers of the Board of Directors; O the total number of appointments that may be held simultaneously; O incompatibilities and incapacity; O agreements entered into between a director and the Company; O the prevention of insider dealing and the obligations to disclose transactions in the Company’s shares. FFP’s Articles of Association and this charter must be given to them before their duties commence. Accepting the appointment as a director automatically requires compliance with this charter. OWNERSHIP OF A MINIMUM NUMBER OF SHARES Each director must hold in his/her own name at least ten qualifying shares throughout his/her term in office. The shares in the Company held by a director for personal purposes and for his/her spouse (where not legally separated), unemancipated child or through any other third parties, must be held in registered form: either directly with the Company itself or its agent (Caceis) or through an intermediary, the contact details of which must be provided to the Board Secretary. DUTY TO ACT IN THE INTERESTS OF THE COMPANY AND DUTY OF LOYALTY The Director represents all the Company’s shareholders and must act in the corporate interests of the Company in all circumstances.

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FFP

2017 REGISTRATION DOCUMENT