GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

Diversity of the structure of the Board of Directors

carried out with the assistance of an external firm, Ms. Laurence Danon Arnaud was selected, with a view to further diversifying the skillset of the current Board of Directors. The policy regarding having more women on the Board of Directors and other executive bodies of the Company was again praised in 2017 by the French Ministry of Family, Children and Women's Rights. Gecina retained its leading position obtained in 2016 in the ranking of companies with female executives on the SBF 120 Ethics & Boards. The Board also aims to preserve the diversity it has created. Thus, subject to the approval of the resolutions relating to the renewal or appointment of directors by the 2018 Annual General Meeting, the proportion of independent directors would be raised from 50% to 60% and the proportion of women on the Board of Directors would remain at 50%. Training of Directors In the context of the introduction of new Directors, and pursuant to the AFEP-MEDEF Code recommendation relating to the training of Directors, documentation on the key subjects of the company (“Director’s kit”) has been distributed to the latter. Meetings with the company’s senior managers and asset tours were also arranged in 2017 for all of the Directors. In addition, a budget was allotted for the training of Directors and the use of external consultants by the Board of Directors and its Committees. Independent Directors Each year, after seeking the opinion of the Governance, Appointment and Compensation Committee, the Board of Directors reviews the situation of each of its members in relation to the independence criteria listed in the AFEP-MEDEF Code. not be employees or executive corporate officers of (i) the company, employees, executive corporate officers or directors of a company consolidated by the company, or employees, executive corporate officers or directors of the company’s parent company or a company consolidated by it, and not have been any of these at any time in the last five years; not be executive corporate officers of a company in (ii) which the company directly or indirectly holds a directorship, or in which an employee who has been appointed as such or an executive corporate officer of the company (currently or at any time in the last five years) has a directorship; not be clients, suppliers, investment bankers or (iii) commercial bankers: - of significance to the company or its Group; - or for which the company or its Group represent a significant amount of business; not have any close family ties with a corporate officer; (iv) not have served as an auditor for the company at any (v)

The Board of Directors reflects a diversification goal in its structure in terms of the representation of women and men, nationalities, international experiences and expertise, as recommended by the AFEP-MEDEF Code and its internal regulations (Article 7) which stipulate that “The Board shall regularly examine the desired balance of its structure and that of its Committees especially with respect to the representation of women and men, nationalities and diversity of backgrounds.” The Board of Directors ensures that each movement in its structure is compliant with this goal in order to be able to carry out its tasks under the best conditions. Accordingly, to date, the members of the Board of Directors : include two different nationalities (French and Canadian); ■ respect gender parity with a 50% representation of ■ women on the Board; 50% are independent directors; and ■ come from diverse and complementary backgrounds, ■ especially in the area of real estate, finance, accounting, management, law, CSR and risk management. Their expertise is detailed in the biographies above, which list the functions and offices held by each of the Directors, as well as the experience and skills thereof. The table below sums up the main areas of expertise of the company’s Directors.

Areas of expertise

Board of Directors (10 Directors)

Administration and management

10 Directors 8 Directors 9 Directors 9 Directors 4 Directors 5 Directors 3 Directors 2 Directors 2 Directors

Real Estate

Finances

International experience

Human Resources Banks – Insurance

CSR Law

Accounting

In line with actions undertaken since 2014, the Board of Directors confirmed its intention to comply with the recommendations of the AFEP-MEDEF Code and the AMF, in terms of diversity of its members, particularly regarding independent directors, the representation of women and men, and the skills of the directors. As such, the Board of Directors, at the recommendation of the Governance, Appointment and Compensation Committee, proposed to the Combined General Meeting of April 26, 2017, the appointment of Ms. Laurence Danon Arnaud, an independent director, to replace Mr. Rafael Gonzalez de la Cueva, an independent director whose term of office was expiring. At the end of a selection process

time in the last five years;

146 GECINA - REFERENCE DOCUMENT 2017

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