CORPORATE GOVERNANCE However, if the Board of Directors has not met corporate purpose, it handles matters relating to the in more than two months, a group of Directors proper operation of Rexel and settles Rexel’s affairs representing at least one third of the directors in through its deliberations. office may request the Chairman to call a meeting of In its relations with third parties, Rexel is bound even the Board of Directors on a given agenda. In all other by the ultra vires acts of the Board of Directors, cases, the agenda is determined by the Chairman unless it is able to prove that the third party knew and must be mentioned in the meeting notice. that the act was ultra vires or could not be unaware 2. The Board of Directors is duly convened only if a of it in the circumstances, provided always that the quorum consisting of at least half of its members is mere publication of the by-laws shall not suffice to in attendance. establish such proof. Decisions are approved by a majority of votes of The Board of Directors conducts the controls and the members present or represented; each Director verifications it deems fit. has one vote and may not represent more than one Each Director receives al l information required fellow director. for the performance of his/her functions and may In accordance with the appl icable regulations, obtain copies of any and al l documents it deems the Board of Directors shal l draw up the Rules of useful from the Chairman. 3 Procedure defining the methods of participating and 2. The Board of Directors grants the Chief Executive voting at Board meetings held by videoconference Officer the prior authorization to grant sureties, or any other forms of telecommunication. endorsements and other guarantees, to sel l real If al lowed by the Rules of Procedure of the Board property, to dispose of equity interests, in whole or of Directors, Directors who participate in Board in part, and to grant security interests. meetings by videoconference or any other forms of 3. The Rules of Procedure of the Board of Directors telecommunication shall be deemed be present for define the decisions requiring the prior authorization the purpose of calculating the quorum and majority, of the Board of Directors. in accordance with the Rules of Procedure. In the event of a tie, the Chairman of the meeting has 4. The Board of Directors may entrust one or more a casting vote, if and only if the Board of Directors of its members or third parties who need not be comprises an even number of Directors in office and shareholders with special mandates for one or more only at meetings chaired by the Chairman of the specific purposes. Board of Directors. 5. The Board of Directors may, from among its 3. An attendance register is kept and signed by members, appoint one or more special committees the Directors who attend the Board meeting; such which operate under its responsibi l ity, and register must show the name of any directors who determines their membership and responsibilities. attended the meeting by videoconference or other The rules of operation of such committees are forms of telecommunication. determined by the Rules of Procedure of the Board 4. The deliberations of the Board of Directors are of Directors and, as the case may be, detailed in the recorded in minutes, which are drawn up in accordance rules of procedure drawn up by each committee and with applicable law and signed by the Chairman of the approved by the Board of Directors. meeting and at least one Director or, if the Chairman is unavailable, by at least two Ddirectors. Observers (censeurs) (article 21 of the by-laws) Copies or excerpts of these minutes are certified The Board of Directors may appoint up to three by the Chairman of the Board of Directors, the observers (censeurs). The observers are cal led to Chief Executive Officer, the Deputy Chief Executive attend and participate in Board meetings in an Officers, the director temporarily acting as Chairman advisory capacity. They may be members of the or an authorized representative. committees created by the Board of Directors. They need not be chosen from along the shareholders Powers of the Board of Directors (article 18 of and may receive compensation determined by the the by-laws) Board of Directors. 1. The Board of Directors defines Rexel’s business The observers are appointed for a maximum term of orientations and sees to their implementation. four years. The observers may always be renewed Subject to the powers expressly assigned to the in office. The duties of the observers may be shareholders’ meetings and within the scope of the terminated at any time. REXEL 2017 – REGISTRATION DOCUMENT 127