CORPORATE GOVERNANCE The policy implemented by the Board of Directors Nomination Committee. The Nomination Committee therefore aims at recruiting diverse profiles, having reviews the skil ls and experience of each of the sufficient experience and expertise to ensure directors and verify that they are in line with the cohesiveness among the directors and to al low policy determined by the Board of Directors. the Board of Directors to carry out its operations thoroughly and in line with the businesses of the Members with complementary and recognised Rexel Group. skills The diversity pol icy of the Board of Directors is The Board of Directors bel ieves that, based organised in accordance with the fol lowing on its current members, it benefits from the principles: complementarity and recognised ski l ls of its •presence of members with complementary and members. Indeed, the directors have the practical recognised skills; and industry skills allowing the Board to carry out its operations thoroughly and efficiently. •presence of independent members; Similarly, in its works relating to the evolution of •diversity of nationalities and multicultural dimension; its membership, the Board of Directors takes into •presence of female members. account the current ski l ls of its members and identifies the skills to be sought among candidates. Appointments of new profiles are submitted by the Board of Directors to the general shareholders The skills represented within the Board of Directors, meeting, after receiving recommendations from the at December 31, 2017, are set out below. Skills matrix of the Directors SOCIAL AND INTERNATIONAL MANAGEMENT DISTRIBUTION ENVIRONMENTAL EXPERIENCE EXPERIENCE FINANCE STRATEGY INDUSTRY REGULATIONS DIGITAL RESPONSIBILITY Ian Meakins √ √ √ √ √ François Henrot √ √ √ √ √ Marcus Alexanderson √ √ √ Patrick Berard √ √ √ √ √ Julien Bonnel √ √ √ Thomas Farrell √ √ √ √ Fritz Froehlich √ √ √ √ Elen Phillips √ √ √ √ Maria Richter √ √ √ √ Agnès Touraine √ √ √ √ Herna Verhagen √ √ √ √ √ Directors with a diversity of nationalities provide a committees comprise independent members who multicultural dimension to the Board of Directors are elected or co-opted as such. As at December 31, 2017, 7 directors were foreign Definition of independence and related criteria nationals (Germany, United States, The Netherlands, Panama, United Kingdom, Sweden). The definition of independence as wel l as the independence criteria are set by reference to the This cultural diversity among the Directors al lows Afep and Medef corporate governance guidelines. the latter to benefit from various visions and to Accordingly, in assessing the situation of each better grasp the international issues at stake for the director, the Board of Directors analyses the Rexel Group. following criteria: Independent directors •Not be (or have been, over the past five years) an employee or an executive corporate officer In accordance with the corporate governance of the Company or of a company included in principles and good practices set out in its internal its scope of consolidation, or an employee, an regulations, the Board of Directors and each of the executive corporate officer or a director of its REXEL 2017 – REGISTRATION DOCUMENT 70