CORPORATE GOVERNANCE The Board of Directors reviews, upon each in particular, that the directors are able to carry out appointment of a director or of the Chief Executive their assignments. Officer or upon each suggested appointment of The Chairman is also in charge of: a director or of the Chief Executive Officer within a board of directors of another l isted company, • Ensuring that the corporate governance principles the potential impact of such an appointment on are defined and implemented; the l imitations on multiple corporate offices in With the assistance of the Nomination Committee, accordance with the recommendations of the Afep- • Medef Code. ensuring efficient operation of the Board of Directors and of its Committees and organizing the replacements and successions regarding the 3.1.1.3 Rules governing the membership and Board of Directors as well as the nominations on operation of the Board of Directors which to resolve; The Board of Directors is made up, organized and Ensuring that the Directors have access to al l performs the missions entrusted to it in accordance • with applicable laws and regulations, the Company’s the documentation and information necessary by-laws and its internal regulations. for performing their duties within the required timeframe and under a clear and appropriate form; 3 The internal regulations of the Board of Directors Where applicable, assisting and advising the Chief were adopted on May 22, 2014, which were last • updated on July 28, 2017, date on which the Board Executive Officer while respecting the executive of Directors decided to split the Nomination and duties of the latter; Compensation Committee into two different • Contributing to the promotion of the values and Committees. The internal regulations were image of Rexel both within and outside of the adopted pursuant to Rexel’s by-laws and set forth Group; and the provisions governing the organization and operation of the Board of Directors and the rights • Preserving the quality of the relationship with the and responsibilities of its members. These internal shareholders in close coordination with the action regulations are not enforceable against third parties taken in this respect by the Chief Executive Officer. and may not be invoked by such parties against To such effect, the Chairman: Directors. • Is kept informed of significant events affecting the The Board of Directors’ internal regulations are life of Rexel and of its Group; available on the Company’s website (www.rexel.com) and the main stipulations of the internal regulations • May access any documents and information he/ are reproduced or summarized below. she deems necessary or useful for the discharge of his/her duties; Membership of the Board of Directors • May attend meetings of any committees of which Without prejudice to the exception provided by law he/she is not a member, without the right to vote; on the event of a merger, the Board of Directors May meet current or potential shareholders and • comprises at least 5 members but no more than forward their concerns in relation to governance 15 members, appointed or renewed in office by the to the Board; and ordinary shareholders’ meeting for a period of 4 years in accordance with the provisions of the by-laws. The Chairman reports on his duties to the Board of Directors Chairman, Deputy Chairman and senior independent The work of the Chairman director, Executive Management During the financial year ended December 31, 2017, The Board of Directors elects a Chairman and, as the Chairman of the Board of Directors: the case may be, a Deputy Chairman from among its members who are natural persons in accordance • Spoke during the Shareholders’ meeting of Rexel with the provisions of the by-laws. held on May 23, 2017; Chairman • Discussed on a number of occasions with the Chief The Chairman of the Board of Directors is responsible Executive Officer in relation to various material for convening the Board of Directors. He organizes and strategic events for Rexel; and directs the work of the Board, and he reports on • Met several times with the members of the this work to the shareholders’ meeting. He oversees Executive Committee and various employees of the proper functioning of Rexel’s bodies and ensures, the Group; REXEL 2017 – REGISTRATION DOCUMENT 73