CORPORATE GOVERNANCE •Took an active part in the search for new directors • May, at least once a year, cal l a meeting of the and in their recruitment; Directors in the absence of the executive corporate Discussed on a regular basis, and at least once officers; and • per month, with each of the chairmen of the • May meet current or potential shareholders and Committees in order to make sure that al l of forward their concerns in relation to governance the points to be discussed within the Board of to the Board of Directors. Directors are also reviewed by the members of the The Deputy Chairman reports on his/her work to Committees and presented to the Directors for the Board of Directors. discussion; and •Visited a number of sites in Europe and the United Work of the Deputy Chairman and Senior States. Independent Director Deputy Chairman During the financial year ended December 31, 2017, the Deputy Chairman and Senior Independent In the absence of the Chairman, the Deputy Director, François Henrot : Chairman serves as Chairman and enjoys the same prerogatives. • spoke at the General Shareholders’ Meeting of Rexel on May 23, 2017, and presented the “Corporate In addition, the Deputy Chairman also performs Governance” of Rexel to the shareholders as well the functions of Senior Independent Director. The as the “Compensation of Managers” including Deputy Chairman acting as Senior Independent a presentation of the Board of Directors, the Director must qualify as an independent member suggested nominations or renewals of Director under the criteria defined by the Afep-Medef Code. and the details of the compensation pol icy of The appointment of a Deputy Chairman is corporate officers ; mandatory where the functions of Chairman of the spoke on several occasions with the Chairman • Board of Directors and of Chief Executive Officer of the Board of Directors Ian Meakins in respect are exercised by a single person. In such case, the of the characteristics and specific aspects of the Deputy Chairman shall also perform the functions of governments of listed companies on the French Senior Independent Director. market, as wel l as the best practice recorded in In his/her capacity as Senior Independent Director, France; the Deputy Chairman is in charge of: presented the governments of Rexel and the • Managing potential conflict of interest situations, operation of the Board of Directors and of its • if any; committees during the governments roadshows organize at the beginning of 2017 with various •Where appl icable, assisting and advising the investors. Chairman of the Board of Directors in respect of the corporate governance principles or the Executive Management organization of the Board of Directors and of its The Company’s Executive Management is performed, committees, while respecting the duties of the under his/her responsibility, by the Chairman of the latter; and Board of Directors, or by another private person, •Conducting annual assessments of the organization who need not be a Director, appointed by the Board and operation of the Board of Directors and its of Directors and bearing the title of Chief Executive Committees. Officer. For such purpose, the Deputy Chairman/Senior The Chief Executive Officer has been Patrick Berard Independent Director: since July 1, 2016. •Presents the potential conflicts of interest identified The information concerning the Executive to the Chairman of the Board of Directors and Management of Rexel are developed in detail in to the Board of Directors, as wel las his/her paragraph 3.1.3 “Executive Management” of this recommendations as to how to address them; Registration document. •May access any documents and information he/ she deems necessary or useful for the discharge Board of Directors observer (censeur) of his/her duties; The Board of Directors may appoint up to 3 observers •May attend meetings of any committees of which (censeurs) for up to 4 years, who may be but are he/she is not a member, without the right to vote; not required to be shareholders. The observers are REXEL 2017 – REGISTRATION DOCUMENT 74