GECINA - REFERENCE DOCUMENT 2017

FROM CORPORATE RESPONSIBILITY TO SUSTAINABLE PERFORMANCE

Additional information

experience, notably in the fields of banking, risk management, CSR and asset management. A description of the exercise and organization of governance, the internal

7.7.4

GOVERNANCE

In 2017, Gecina maintained its governance procedures and control process and information on remuneration and in September 2017 created the observer position. Since benefits of corporate officers may be found in September 7, 2017 the Board of Directors includes one chapter 5 “Board of Directors’ report on Corporate observer, Mr. Bernard Carayon, whose main duty is to Governance”. The table below summarizes the main ensure compliance with the Bylaws and the Board’s internal information on matters of governance and shareholder regulations. The Board also benefits from his skills and participation in Gecina’s decisions.

SUMMARY OF GOVERNANCE AND SHAREHOLDER DEMOCRACY INDICATORS

2017 Reference Document page

2014

2015

2016

2017

Operation of management bodies

Number of Board members

9 0

10

10

10

P. 132 P. 132

Number of observers*

0

0

1

% of independent Board members

44% 50% 50%

50% P. 146-147

Definition of independence in accordance with the AFEP-MEDEF Code % of women on the Board of Directors

yes

yes

yes

yes P. 146-147

33% 50% 50%

50% P. 134

No “comply or explain” table, Gecina in

compliance with all AFEP-MEDEF recommendations 3 members representing the administrative statuses of employees (employee, supervisor, manager, senior manager); no voting right

AFEP-MEDEF reference table

yes, “comply or explain” table

P. 132

4 members representing the administrative statuses of employees (employee, supervisor, manager, senior manager); no voting right

Number of employee representatives on the Board of Directors Board member term of office Turnover (incoming/outgoing) Directors’ compensation (voted at GM) Director’s compensation voted at GM Number of Board of Directors Meetings

P. 133

4

4

4

4

P. 133

4 incoming/ 8 outgoing

2 incoming/ 1 outgoing

2 incoming/ 2 outgoing

1 incoming/ 1 outgoing

P. 133

07

€800,000 (1)

€800,000 (1)

€800,000 (1)

P. 171

€1,360,000 (1)

yes

yes

yes

yes

P. 171

13

10

13

9

P. 150

Board Meetings attendance rate Board of Directors’ evaluation

94% 99% 97%

100% P. 150

yes external yes external

yes internal

yes internal

P. 155

Number of Independent Board Committees Number of Board Committee Meetings Board Committee Meetings attendance rate

3 (2)

3

3 P. 152-155

3 (2)

28

29

28

24

P. 150

97% 99% 98%

99% P. 150

271

GECINA - REFERENCE DOCUMENT 2017