CORPORATE GOVERNANCE Report on corporate governance Rexel refers to the corporate governance principles of listed companies set out in the corporate governance This Chapter 3 is the report on corporate code (the Afep-Medef Code) established by the governance required by article L.225-37 of the Association française des entreprises privées (Afep) French Commercial Code. and the Mouvement des entreprisesde France (Medef), in its November 2016 version. The aspects This report is drawn up by the Board of Directors on which the Company departs from the guidelines in col laboration with the Group’s Executive are set out in section 3.5 “Implementation of the Management, General Secretariat including the Afep-Medef corporate governance Code of listed Legal Department, the Sustainable Development companies – Paragraph 27.1 of the Afep-Medef Department and the Corporate Communications Code” of this Registration document. Department as wel l as the Human Resources This code is avai lable on the website of Medef Department. (www.medef.fr) or at the registered office of Rexel. 3.1 ADMINISTRATION BODIES AND MANAGEMENT Rexel has been a French société anonyme with the Rexel Group would be better served by dissociating a Board of Directors since May 22, 2014. This the duties of Chairman and of Chief Executive Officer, governance model is aimed at: thus allowing the Chief Executive Officer to focus all of Simplifying the decision-making process; his efforts on the implementation of the Rexel Group’s • strategy. •Speeding up the implementation of the Rexel Group’s strategy; 3.1.1 Board of Directors •Strengthening the Board of Directors’ responsibility; In accordance with Rexel’s by-laws, the Board of and Directors is made up of a minimum of 5 members Creating greater proximity between the Directors and a maximum of 15 members, subject to the • and the members of the Executive Committee. exceptions provided for by law in the event of a merger. Dissociation of the duties of Chairman of the The Directors are appointed for a maximum term of Board of Directors and Chief Executive Officer 4 years. The Board of Directors is chaired by Ian Meakins, The Board of Directors is renewed in quarters, non-executive corporate officer. rounded to the higher whole number every year so The Chief Executive Officer is Patrick Berard. that it is fully renewed every four years. This dissociation of the duties was decided by the As at December 31, 2017, the Board of Directors Board of Directors, following the recommendation of was made up of 11 members, including a director Rexel’s Nomination and Compensation Committee, representing the employees. upon its meeting of June 23, 2016, effective July 1, Excluding the director representing the employees, 2016. The Board of Directors considered, in particular the Board of Directors had 80% of independent in view of the difficult macroeconomic and competitive members (i.e. 8 members out of 10) and 40% of environment of the Rexel Group, that the interests of female members (i.e. 4 females out of 10). REXEL 2017 – REGISTRATION DOCUMENT 56