GECINA - REFERENCE DOCUMENT 2017

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

Governance

2017 Work

expressed its opinion in favor of the candidacy of Mr. Bernard Carayon, Observer, to succeed Mr. Bernard ■ Michel, Chairman of the Board of Directors, when his term of office expires at the end of the Ordinary General Meeting to be held in 2018, the date on which Mr. Bernard Michel will also reach the age limit set by the Company's bylaws for the Chairman of the Board of Directors.

expressed an opinion on those Directors who may quality as independent; ■ supervised the assessment work of the Board of Directors (see section 5.1.3.5). ■ With regard to compensation, the Committee:

reviewed the terms and conditions associated with the termination of the duties of Mr. Philippe Depoux as ■ CEO, while ensuring compliance with the relevant provisions of the law and the AFEP-MEDEF Code; examined the elements of the compensation of Ms. Méka Brunel, CEO. In this respect, the Committee ■ ensured compliance with the principles laid down in the AFEP-MEDEF Code: exhaustiveness, balance between compensation elements, comparability, coherence, intelligibility of rules and measure; reviewed draft press releases related to the elements of the compensation of executive corporate officers ■ which were made public immediately after the Board Meeting at which they were approved; was informed of the compensation policy for key non-executive corporate officers; ■ debated the use and calculation method of attendance fees for 2017; ■ analyzed the provisions of the Sapin II Law on “Say on Pay” and their application by the company. ■ In addition, the Committee analyzed current regulations, notably the Sapin II Law introducing the Board of Directors’ report on corporate governance. The Committee also familiarized itself with the company’s human resource policy and its policy pertaining to professional gender equality. It also monitored the integration of the Eurosic teams following the company’s acquisition of the latter. As part of its work, the Committee solicited the services of independent external firms, which were asked to conduct benchmark studies on the compensation of officers. Over the course of the 2017 financial year, Mr. Bernard Michel, Chairman of the Board of Directors, was invited to attend certain Committee Meetings that covered the appointment of Directors and the succession plan for corporate officers. Similarly, Ms. Méka Brunel, CEO, was invited to attend certain Committee Meetings that covered, in particular, the compensation of Executive Committee members.

05

Evaluation of the Board of Directors’

5.1.3.5

The questionnaire concerned the main themes below: the size and structure of the Board of Directors; ■ the organization and operation of the Board of Directors; ■ the areas of competence of the Board of Directors and its ■ working method; the Board’s relations with the Chairman and Executive ■ Management; risk management; ■ organization and operation of Committees; ■ Directors’ compensation; ■ personal appreciation of governance and benchmark; ■ the expectations of Directors. ■ During the evaluation, the actual contribution of each Director was measured. The results of this measurement were placed in a report to the Board of Directors but remain confidential and are not intended for public disclosure. Upon receipt of the questionnaires completed by the Directors, a report was drafted and presented to the Governance, Appointment and Compensation Committee, and then to the Board of Directors. An item was placed on the agenda of these meetings.

work and the performance of Executive Management The rules for evaluating the Board of Directors’ work are defined in its internal regulations (Article 7): annual discussion of its operating principles and those of ■ its Committees; potential discussion once a year, excluding corporate ■ officers and chaired by the Chairman of the Governance, Appointment and Compensation Committee, relative to the quality of the company’s management, its relations with the Board of Directors and the recommendations that it would like to make to management; every three years, evaluation of its members, organization ■ and operating principles. This evaluation is primarily aimed at checking that important issues are suitably prepared and discussed by the Board of Directors. Evaluation of the Board of Directors’ work Pursuant to the decision of the Board of Directors, the assessment of its work and that of its Committees in 2017, was carried out by the Board Secretariat. For this, a questionnaire, prepared by the Board Secretariat and validated by the Governance, Appointment and Compensation Committee was sent to each of the Directors.

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GECINA - REFERENCE DOCUMENT 2017