GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

Audit and Risk Committee The Committee operates and performs its tasks in accordance with Articles L. 823-19 and L. 823-20 of the French Commercial Code (transposing the EU Directive of May 17, 2006), the AFEP-MEDEF Code, the works of the IFA and the IFACI, and specifically the works of the EPRA.

Structure

6 members, of which 4 independent and no executive corporate officers Mr. Jacques-Yves Nicol, Chairman of the Committee ■ Ms. Isabelle Courville ■ Ms. Dominique Dudan ■ Mr. Claude Gendron ■ Predica, represented by Mr. Jean-Jacques Duchamp ■ Ms. Inès Reinmann Toper ■ The Chair of the Committee has a casting vote in the event of a tie.

All members have specific expertise in financial or accounting matters, presented in more detail under section 5.1.1. Mr. Jacques-Yves Nicol, Chairman of the Committee, is a member of the Club des Présidents de Comité d’Audit of the Institut français des administrateurs (a club for Chairs of Audit Committees).

Main duties

The Committee gives the Board of Directors its opinions and recommendations on: the financial reporting preparation process; ■ the review of individual and consolidated financial statements and financial reporting; ■ the review of the budget and business plans; ■

the process for appointing Statutory Auditors, reviewing their fees, monitoring their independence ■ (including the pre-approval of the provision of services other than certification of accounts), and the performance of their legal audit duties with respect to the annual and consolidated financial statements; the process for appointing appraisal experts and the performance of their engagement; ■ financial policy and financing plans; ■ risk mapping, quality, internal control and their effectiveness; ■ the operation and assignments of Internal Audit; ■ the main risks linked to sensitive judicial cases/proceedings. ■ 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. As part of its work, the Committee ensures that the timelines for the provision and review of the financial statements are sufficient. examined the results of the appraisals of the property assets as at December 31, 2016 and June 30, 2017, ■ the annual and consolidated financial statements for the 2016 financial year and the consolidated financial statements at June 30, 2017, the situation of financing and hedging plans, as well as the 2018 budget. On these occasions, it examined the clarity and reliability of the information communicated to shareholders and to the market by reviewing the draft press releases. It studied the annual report and the Chairman’s report on governance and internal control; it conducted a review of rental, legislative, financial, technological and fraud risks, and risks related ■ to CSR; it examined the work plan and Internal Audit reports and the financing, hedging and banking relations ■ plan. At these Meetings, Internal Audit submitted presentations on its review of off-balance sheet commitments and risk mapping. The Committee also reviewed the draft analysis of risk exposure and performed an in-depth analysis of certain risks and certain aspects of internal control. In addition, it was kept informed of the change in sensitive judicial cases/procedures in order to examine associated risks; it examined the risks and the accounting and financial treatment of significant acquisition and disposal ■ transactions. In this respect, it reviewed the accounting and financial treatment of the acquisition of Eurosic shares and performed a risk analysis of this transaction. The Committee also examined the impacts and risks associated with the share buyback program; The Committee met seven times, with an attendance rate of 98%. During these Meetings, the Committee:

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2017 Work

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GECINA - REFERENCE DOCUMENT 2017