CORPORATE GOVERNANCE 3.6.2.2 Executive Management (article 19 of the 3. The Chief Executive Officer is vested with the by-laws) broadest powers to act in the name of Rexel, in all circumstances. The Chief Executive Officer exercises 1. Rexel’s executive management is performed, such powers within the scope of the corporate under his/her responsibility, by the Chairman of the purpose and subject to the powers which the law Board of Directors, or by another private person, expressly assigns to the shareholders’ meetings who need not be a Director, appointed by the Board and the Board of Directors. He/she represents the of Directors and bearing the title of Chief Executive Company in its relationships with third parties. Officer. The Chief Executive Officer may request the The Board of Directors elects one of the Chairman to call a meeting of the Board of Directors aforementioned two forms of executive management on a given agenda. by majority decision as described in article 17 §2 of the by-laws. The shareholders and third parties are If the Chief Executive Officer is not also a Director, informed of such election in accordance with the he/she may attend Board meetings in an advisory rules provided by law. capacity. 4. On a proposal from the Chief Executive Officer, This form of executive management remains valid the Board of Directors may appoint up to a until another decision is made, in accordance with maximum of five private persons to assist the Chief the same rules. Executive Officer and bearing the title of Deputy The change in Rexel’s executive management Chief Executive Officer; the Board of Directors method does not entail any changes to the by-laws. determines the scope and term of their powers, it being understood that, vis-a-vis third parties, the 2. Where the Company’s executive management is Deputy Chief Executive Officers have the same performed by the Chairman, the provisions of the powers as the Chief Executive Officer. laws and regulations and of the by-laws in relation to The Deputy Chief Executive Officer(s) may be the Chief Executive Officer apply to the Chairman, dismissed at any time by the Board of Directors, on who then bears the title of Chairman and Chief a proposal from the Chief Executive Officer. Executive Officer. In the event of unavailability or termination of the Where the Board of Directors elects to dissociate functions of the Chief Executive Officer, unless the the functions of Chairman of the Board of Directors Board of Directors decides otherwise, the Deputy from the Company’s executive management, the Chief Executive Officer(s) retain their functions Board appoints the Chief Executive Officer and and powers until a new Chief Executive Officer is determines the Chief Executive Officer’s term of appointed. office and scope of powers, in accordance with the law and the by-laws. The Board of Directors’ 5. The Chief Executive Officer and, as the case may decisions l imiting the Chief Executive Officer’s be, the Deputy Chief Executive Officer(s), may be powers are ineffective vis-a-vis third parties. authorized to grant delegations of powers, subject to the limitations provided by the laws and regulations To perform his/her functions, the Chief Executive in force. Officer must be less than 68 years of age. If the Chief Executive Officer reaches the age of 68 while 3.6.2.3 Compensation of the directors, in office, such functions automatically lapse and the Chairman, Chief Executive Officer, Deputy Chief Board of Directors appoints a new Chief Executive Executive Officer and officers of the Board of Officer. The Chief Executive Officer however remains Directors (article 20 of the by-laws) in office until the date of the meeting of the Board of 1. The ordinary shareholders’ meeting may allocate Directors held to appoint his/her successor. Subject a fixed annual amount, in lieu of attendance fees, to to the aforementioned age limit, the Chief Executive the Directors as compensation for their activities; Officer is always eligible for reappointment. such amount is included in the operating expenses The Chief Executive Officer may be dismissed at any of Rexel and remains in effect until the shareholders’ time by the Board of Directors. meeting decides otherwise. In the event of temporary unavai labi l ity of the The Board of Directors allocates this compensation Chief Executive Officer, the Board of Directors may among the Directors as it deems fit. appoint a director to perform the functions of Chief 2. The compensation of the Chairman of the Board Executive Officer. of Directors, of the Chief Executive Officer and of the REXEL 2017 – REGISTRATION DOCUMENT 128