GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Powers of the Chief Executive Officer 5.1.2.3 The Chief Executive Officer has the broadest powers to act in the company’s name under any and all circumstances. As an internal measure and pursuant to the provisions of Article 4.1.2 of the internal regulations, the Board of Directors has set limits to the CEO’s powers. Accordingly, pursuant to Article 4.1.2 of the Board of Director’s internal regulations and the law, the Chief Executive Officer may not grant any endorsement, deposit or guarantee to third parties without the express prior authorization of the Board of Directors. The Board’s internal regulations also provide that the CEO be specifically required to obtain the authorization of the Board of Directors for any significant decision above certain thresholds that fall outside the scope of the annual budget and the strategic business plan or are related to their change or for any decision likely to involve a conflict of interest between a member of the Board of Directors and the company or leading to a change of corporate governance or share capital. Authorizations for guarantees, endorsements and deposits – Article L. 225-35 of the French Commercial Code The Board of Directors’ Meeting of February 23, 2017 renewed the authorization given to the CEO, with an option to subdelegate such powers, to issue, on behalf of Gecina, deposits, endorsements and guarantees, for the duration of the commitments guaranteed (i) for up to €1.65 billion on behalf of its subsidiaries, (ii) €50 million on behalf of third parties, and (iii) without limit for guarantees made to tax and customs authorities, and to continue with any deposits, endorsements and guarantees granted previously. Commitments made by Gecina in previous financial years, which were still in effect as at December 31, 2017, represented a total of €473 million. The procedures for the Board of Directors’ organization and operation are governed by the company’s bylaws and by the internal regulations of the Board of Directors. These internal regulations were adopted by the Board of Directors on June 5, 2002 and are regularly reviewed by the Board of Directors. They have been amended whenever necessary, as well as the appendices mentioned below, to reflect the regulatory context, marketplace recommendations and changes in corporate governance. Attached to these regulations are: the Director’s charter, the charter of the representative of the Works Council on the Board of Directors and the internal regulations of the Governance, Appointment and Compensation Committee, of the Audit and Risk Committee, and of the Strategic and Investment Committee. Some sections of the Board of Directors’ internal regulations are reproduced in this report. It is also available on the company’s website, in accordance with AMF recommendation 2012-02. CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS’ WORK 5.1.3

5.1.2

EXECUTIVE MANAGEMENT

PROCEDURES Separation of the duties of Chairman of the Board of Directors and Chief Executive Officer

5.1.2.1

The Board of Directors considers that the separation of duties is the most suitable form of governance for the company’s activity, as it helps to strengthen Strategic and Control functions at the same time as Operational functions. It should also strengthen governance and allow a better balancing of powers between the Board of Directors on the one hand, and the CEO on the other. At its Meeting of January 6, 2017, the Board of Directors, on a recommendation of the Governance, Appointment and Compensation Committee, and following the termination of the term of office of Mr. Philippe Depoux as CEO, decided to appoint Ms. Méka Brunel in his place, for an indefinite term. Ms. Méka Brunel remains a member of the Board of Directors. Chairman of the Board of Directors In addition to the remits generally provided for by law, the Board of Directors decided to assign the specific missions described below to the Chairman of the Board of Directors. The Chairman of the Board of Directors: attends Internal Meetings regarding issues of strategy, ■ external and financial communication or compliance, Internal Audit and risks; ensures compliance with the principles of corporate and ■ environmental responsibility; participates in shareholder and investor relations; ■ participates in representing the company in its high-level ■ relations, especially major clients and public authorities, on the national and international level as well as in external and internal communication. This role is carried out in close coordination with the actions conducted in these fields by Executive Management and does not allow the Chairman of the Board of Directors to exercise the executive responsibilities of the CEO. The Board of Directors’ internal regulations were updated to include this role (Article 4.1.1). In 2017, in addition to the assignments provided for by law, Mr Bernard Michel, Chairman of the Board of Director’s activity involved in particular: participating in the recruitment procedure of the ■ Managing Director and the new directors; ensuring compliance with the principle of social and ■ environmental governance; meetings with shareholders and investors; ■ implication and promotion of the corporate social ■ responsibility policy, in particular regarding the questions of diversity, parity and professional gender equality; involvement in the corporate innovation policy; ■ participating in public authority reflections on territory, ■ Greater Paris (Grand Paris) and housing questions. Specific role assigned to the 5.1.2.2

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GECINA - REFERENCE DOCUMENT 2017