CORPORATE GOVERNANCE The decrease to twelve or less than twelve of the Subject to complying with the provisions of the laws number of Directors appointed by the general and regulations, the Chairman is always eligible for Shareholders’ Meeting does not affect the term of reappointment. office of all of the employee representatives within the Board of Directors, which shall expire upon the 3. In the absence of the Chairman, the Deputy end of its normal term. Chairman serves as Chairman and enjoys the same prerogatives as the Chairman. 7.3 The provisions of article 15 of these by-laws do not The Deputy Chairman may also perform the apply to the directors representing the employees functions of Senior Independent Director. The senior who are not obliged to hold a minimum number of independent director’s functions are defined in the Rexel shares. Rules of Procedure of the Board of Directors. 7.4 In the event that the obligation of appointment of As an exception to the foregoing, the appointment one or several directors representing the employees of a Deputy Chairman is mandatory where the pursuant to Article L.225-27-1 of the French functions of Chairman of the Board of Directors and Commercial Code becomes void, the corporate of Chief Executive Officer are exercised by the same office of the director(s) representing the employees person; in such case, the Deputy Chairman shal l within the border directors would cease upon the also perform the functions of senior independent end of its term. director. Shares held by Directors (article 15 of the by- Subject to complying with the provisions of the laws laws) and regulations, the Deputy Chairman is always eligible for reappointment. For their whole term of office, the Directors must hold at least one thousand (1,000) Rexel shares. 4. The Board of Directors also appoints a secretary If, at the date of his/her appointment, a Director who is not required to be a Director and who serves does not hold the required number of shares, or if, as an officer of the Board, alongside the Chairman during the course of his/her term of office, he/she and the Deputy Chairman. In secretary’s absence, ceases to hold such number of shares, he/she shall the Board of Directors appoints one of its members be deemed to have resigned from his/her duties or a third party to discharge the secretary’s duties. unless he/she takes the necessary steps within the 5. The Board of Directors is chaired by the Chairman time requirements of applicable law and regulations. or, in the Chairman’s absence, by the Deputy Chairman or, in the Deputy Chairman’s absence, by Chairman of the Board of Directors – Deputy a director chosen by the Board at the beginning of Chairman of the Board of Directors – Officers of the meeting. the Board of Directors (article 16 of the by-laws) 1. The Board of Directors elects from among its Deliberations of the Board of Directors (article 17 members who are individuals a Chairman and, as the of the by-laws) case may be, a Deputy Chairman who shall serve in 1. The Board of Directors meets whenever the best this capacity for the duration of their term of office interests of Rexel so require, and at least once every as directors, unless the Board of Directors decides quarter, at meetings convened by its Chairman or to appoint a new Chairman and, as the case may be, Deputy Chairman. a new Deputy Chairman. Unless otherwise agreed by al l Directors, meeting 2. The Chairman of the Board of Directors may not notices must be given in writing, including by fax be more than 68 years of age; his/her term of office or e-mail, at least three (3) days before the date automatically lapse on December 31 of the year of of the meeting, together with the agenda of the his/her 68 birthday.th meeting and all documents that have been prepared for submission to the Board of Directors. However, The Chairman of the Board of Directors represents when al l Directors are present or represented at the Board of Directors. The Chairman calls meetings a meeting (including if they are participating or of the Board of Directors and organizes and represented during a telephone or videoconference), conducts the work of the Board of Directors and the meeting may be held without prior notice and reports on such works to the shareholders’ meeting. without observing such three (3) day notice period. The Chairman sees to the proper operation of Rexel’s bodies and, in particular, makes sure that the Meetings are held at the registered office or at any directors are able to discharge their duties. other place specified in the notice of meeting. REXEL 2017 – REGISTRATION DOCUMENT 126