CORPORATE GOVERNANCE 3.3 RELATED PARTY TRANSACTIONS 3.3.1 Main related-party transactions benefit retirement plan opened on July 1, 2009. The material agreements entered into between This closure was approved by the shareholders Rexel and related parties, i.e. the members of Rexel’s meeting of may 25, 2016. The terms and conditions executive management, of Rexel’s Directors, the of the supplemental defined-benefit retirement plan shareholders of Rexel and the subsidiaries of Rexel, (within the meaning of article L.137-11 of the French within the meaning of Articles L.225-38 et seq. of Social security Code) implemented by Rexel had the French Commercial Code, and that were in force been authorized by the Supervisory Board of Rexel at December 31, 2017, relate to the compensation of on March 30, 2009. executive corporate officers of Rexel as well as the This scheme is further described in detai l in relations within the Rexel Group. These agreements paragraphs 3.2.2 “Compensation policy applicable are described below. to corporate officers for the financial year 2018 The main transactions with related companies are submitted to the approval of the shareholders also described in detail in note 26 of the consolidated (article L.225-37-2 of the French Commercial Code)” financial statements of the Company for the year and 3.2.3 “Individual compensation of executive ended December 31, 2017 which are set out in corporate officers for the financial year 2017” of this section 5.2 “Consolidated Financial Statements” of Registration document. this Registration document. The Board of Directors of July 1, 2016 decided to maintain the benefit of the scheme of defined- 3.3.1.1 Compensation of Executive Corporate benefit supplemental retirement plan that Patrick Officers Berard benefited from as an employee prior to accepting his duties as Chief Executive Officer of Medium-term collective savings scheme Rexel . In order to comply with article L.225-42- Upon its meetings of April 28 and November 22, 2016, 1 of the French Commercial Code, the Board of the Board of Directors authorized the setting up, as Directors decided that the contingent rights that from 2016, of a midterm collective savings scheme. may be acquired by Patrick Berard in respect of his This scheme was approved by the Shareholders’ duties as Chief Executive Officer in connection with Meeting of May 23, 2017. this scheme would only be granted subject to the achievement of annual performance criteria. This This scheme is further described in detai l in scheme was approved by the Shareholders’ Meeting paragraphs 3.2.2 “Compensation policy applicable of May 23, 2017. to corporate officers for the financial year 2018 At the closing of the 2017 financialyear, the submitted to the approval of the shareholders yearly amount of the retirement of the Chief (article L.225-37-2 of the French Commercial Executive Officer under the plan was estimated at Code)” and 3.2.3 “Individual compensation of approximately €172,000. This estimation was based corporate officers for the financial year 2017” of this on the length of service acquired as at the date of Registration document. closing of the financial year and on the compensation Catherine Guil louard, in her capacity of Deputy recorded during the last financial years, as is the chief Chief Executive Officer, benefited from this scheme. executive officer could benefit from it from the next Catherine Guil louard ended her duties as Deputy day after the end of the financial year. No amount Chief Executive Officer on February 20, 2017. For the was paid to Patrick Berard during the financial year financial year ended December 31, 2017, Catherine ended December 31, 2017. Guillouard received €28,905 (paid half in cash, and No other member of the executive management or half on a mid-term investment scheme). No other Directors of Rexel benefits from the scheme. member of the executive management or Directors of Rexel benefits from the scheme. Items of compensation due or likely to be due Supplemental defined-benefit retirement plan further to the termination of the duties of the corporate officers The Board of Directors of February 10, 2016 authorized the closing of the undertakings granted by Rexel to Patrick Berard the benefit of Catherine Guil louard, Deputy Chief The Board of Directors decided not to grant to Executive Officer, under the supplemental defined- Patrick Berard any severance indemnity resulting REXEL 2017 – REGISTRATION DOCUMENT 118