SOLOCAL_Registration Document_2017

4

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

The Audit Committee met eight times in 2017. On average, 91% of members attended each Audit Committee meeting during the financial year. It regularly met with the Company’s senior executives, senior Finance department managers, the head of Auditing, Risks and Internal Control, and the Statutory Auditors, to discuss their work programmes and follow-up actions. The Audit Committee looked at the following in 2017 in particular: the annual Company and consolidated financial statements for l 2016; quarterly condensed consolidated accounts for 2017; l 2017 Internal Audit programme, findings of the year’s audit l engagements and implementation of recommendations; risk management and major risk mapping. l 4.3.2. Remuneration and Appointments Committee This committee is comprised of at least three members who are appointed by the Board of Directors on the Chairman’s proposal. The Remuneration and Appointments Committee names its own Chairman. As of the date of this report the Remuneration and Appointments Committee was composed of the following members: Mr Philippe de Verdalle, Chairman; l Mr David Amar; l Mr Alexandre Loussert; l Ms Joëlle Obadia. l Therefore, 75% of its members are Independent Directors. The Remuneration and Appointments Committee is responsible for submitting to the Board of Directors its proposals for appointments of members of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, and the Board’s committees. It is also kept informed by the Chairman of the Board of other senior executive appointments within the Group. The Committee also advises the Board of Directors on the amount of Directors’ fees to be proposed at the General Shareholders’ Meeting and on the allocation of these fees between Board members. The Committee also proposes the remuneration of corporate officers to the Board of Directors and may also, at the Chairman’s request, make recommendations on the remuneration of senior executives. The Committee reviews the remuneration structure for Company executives, and approves the structure for executive bonuses. The Remuneration and Appointments Committee met 14 times in 2017. On average, 90% of members attended each Audit Committee meeting during the financial year. In 2017, the Committee reviewed issues involving changes in the Company’s governance, and in the composition of the Board of Directors and of the Board committees; the definition of performance targets and the calculation of variable remuneration for the Chief Executive Officer and the Deputy Chief Executive Officer, the composition of the Board of Directors and the executive management team, and its remuneration and long-term incentives.

4.3.3. Strategy Committee This Committee is comprised of at least three members who are appointed by the Board of Directors on the Chairman’s proposal. The Strategy Committee names its own Chairman. As of the date of this report the Strategy Committee was composed of the following members: Mr David Amar, Chairman; l Ms Delphine Grison; l Ms Marie-Christine Levet. l Therefore, 100% of its members are Independent Directors. Further to his resignation from his office as Company Director on 5 September 2017, Jean-Marc Tassetto agreed, at the request of the Strategy Committee, to continue to participate as an expert in that Committee’s work. The Committee also asked Philippe Besnard to participate as an expert in its work. Mr Besnard is Chairman of Pentagrammedia.com and CEO and co-founder of QuantumAdvertising. The Committee is in charge of monitoring issues related to the major strategic, economic, social, financial, and technological objectives of the Company and its direct and indirect subsidiaries. The Strategy Committee has met four times since its creation in June 2017. On average, 80% of members attended each Committee meeting during the financial year. In 2017, the Committee reviewed issues involving considerations of the change in strategy in response to changes in governance made during the year. 4.3.4. Subcommittees The Board of Directors, at its meeting of 9 November 2017, created three Ad Hoc Committees on refinancing, the equity story, and the monitoring of the Company’s restructuring. The Ad Hoc Committee on refinancing is chaired by Arnaud Marion, Sophie Sursock, and David Amar, who are members. Its purpose is to consider refinancing opportunities and prepare the work of the Board of Directors. This Committee has met 12 times since its creation. The Ad Hoc Committee on the equity story is chaired by Jacques-Henri David, Sophie Sursock, and Philippe de Verdalle, who are members. The purpose of this Committee, which met about twice a week between December 2017 and February 2018, was to assume and monitor, on behalf of the Board of Directors, the preparatory work on the equity story presentation of 15 February 2018. The Ad Hoc Committee on monitoring the restructuring is chaired by Arnaud Marion, with Joëlle Obadia as a member. Its purpose is to consider the opportunities, constraints, and risks in transforming the economic model, as well as any support measures. This Committee has met 7 times since its creation.

116 2017 Registration Document SOLOCAL