GECINA - REFERENCE DOCUMENT 2017

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BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

Board of Directors’ Committees 5.1.3.4 To ensure the quality of work of Gecina’s Board of Directors and help it in the exercise of its responsibilities, three specialized Committees comprising representatives of the principal shareholders and independent Directors were established by the Board of Directors: the Strategic and Investment Committee; ■ the Audit and Risk Committee; and ■ the Governance, Appointment and Compensation ■ Committee. The internal regulations of each of these Committees specify their operating principles and roles. The Committees systematically submit an executive summary of their findings to the Board of Directors. Furthermore, the Committees may call upon any expert of their choice to assist them in their duties (after having informed the Chairman of the Board of Directors or the Board of Directors itself), at the expense of the company. The Committees shall verify, where applicable, the objectivity, competence and independence of said expert.

Continuing the corporate social responsibility strategy Since April 2015, CSR related duties, which used to be the responsibility of the Audit and Risk Committee, have been entrusted to the Strategic and Investment Committee in order to further strengthen CSR in the company’s strategy. The Board of Directors also reviewed the 2016 report on the comparative situation as presented to it by the company Secretary in charge of human resources, and duly noted the company’s policy with respect to professional and wage equality. Risk management and monitoring of disputes The Board of Directors, assisted by the Audit and Risk Committee, has continued to ensure the existence of reliable procedures for identifying, controlling and evaluating the company’s commitments and risks. In this respect, the works of the Audit and Risk Committee in the field have been extensively reported to the Board of Directors.

Strategic and Investment Committee

Structure

4 members: Ivanhoé Cambridge Inc., represented by Mr. Sylvain Fortier, Chairman of the Committee; ■ Ms. Méka Brunel; ■ Mr. Bernard Michel; ■ Predica, represented by Mr. Jean-Jacques Duchamp. ■ The Committee: reviews the strategic projects presented by Executive Management, including their economic and ■ financial consequences (budget, financing structure, including cash flow forecasts); provides guidance to the Board through its analysis of the strategic plans submitted to it by ■ Executive Management, on developments and the progress of ongoing significant transactions; examines information on market trends, reviews the competition and the resulting medium- and ■ long-term outlook; examining the company’s long-term development projects specifically with respect to external ■ growth, especially concerning acquisitions or divestments of subsidiaries, equity interests, real estate assets or other important assets, in investment or divestment as well as financial transactions likely to have a material impact on the balance sheet structure; evaluates the Corporate Social Responsibility policies proposed by Executive Management and ■ ensures the integration of such policies in the company’s strategy. It also monitors their development and improvement to guarantee the company’s growth. More generally, it gives an opinion on any subject that falls within the scope of matters referred to its attention or likely to be referred to its attention. made decisions about a significant number of investment projects (in particular the Eurosic ■ acquisition) and asset disposals presented by Executive Management, after carefully reviewing the economic, financial and strategic consequences thereof; devoted one agenda item to reviewing the dividend distribution policy, seeking to balance the ■ company’s development with shareholders’ interests. In this respect, it confirmed the relevance of introducing an interim dividend payment system with effect from 2016; it completed the 2017 budget and began the in-depth analyses necessary for drafting the ■ 2018 budget, on the basis of a preliminary budget submitted by Executive Management; reviewed the CSR report. ■ The Committee met six times, with an attendance rate of 100%. During these Meetings, the Committee:

Main duties

2017 Works

152 GECINA - REFERENCE DOCUMENT 2017

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