CORPORATE GOVERNANCE called to attend and take part in the meetings of the (ii)Powers in the area of nomination: Board of Directors and of the committees with an It appoints and dismisses the Chairman of the advisory vote. • Board of Directors and the Deputy Chairman of the Board of Directors; Operation of the Board of Directors • It appoints and dismisses the Chief Executive Competence Officer and the Deputy Chief Executive Officers, The Board of Directors determines the Company’s determines their number within the limits provided business orientations and oversees their by the by-laws; implementation. Subject to the powers specifically It chooses the executive management organization • assigned to the shareholders’ meeting and within method (separation of the functions of Chairman the scope of the corporate purpose, it addresses any from the functions of Chief Executive Officer, or and all matters pertaining to the proper operation of merger of both functions); the Company and settles the Company’s business through its deliberations. • It co-opts the directors; In its relationships with third parties, the Company • It is informed on the appointment, dismissal/ is bound even by the ultra vires acts of the Board termination of the members of the Executive 3 of Directors, unless it is able to prove that the third Committee; and party was aware that the act was ultra vires or could (iii) Powers in the area of compensation: not be unaware of it in the circumstances, provided always that the mere publication of the by-laws shall • It determines the compensation of the Chairman not suffice to establish such proof. and Chief Executive Officer and the Deputy Chief Executive Officers; The Board of Directors undertakes the controls and verifications it deems fit. • It allocates attendance fees; Each director receives all of the information required • It issues opinions on the compensation of the for the purpose of discharging his/her duties and Executive Committee members. may obtain copies of any and all documents he/she (iv) Preparation of reports to be submitted to deems useful from the Chairman. general shareholders’ meetings: Each director may benefit, if he/she deems necessary, Each year, the Board of Directors submits a from training in connection with the specificities report on the Company’s situation and business of Rexel, its businesses and industry. In 2017, the during the financial year and on the financial Directors newly appointed has been trained in Rexel statements for the financial year to the ordinary strategy, its industry and its businesses. annual shareholders’ meeting. It also presents a report on corporate governance. Taking into account his specific status, the Director representing the employees benefits from a The Board of Directors submits recommendations preparation time of 15 hours prior to each meeting, on the reappointment of the Directors. as well as of 20 hours of training time per year. These (v) Powers to grant prior authorization to the Chief training sessions may concern, in particular, the Executive Officer to make certain decisions: operation of the Board of Directors, the rights and duties of a Director and the business of Rexel. The Board of Directors grants the Chief Executive Officer the authorizations required by The Board of Directors has the fol lowing powers, law or by a provision of the by-laws. inter alia: Under Rexel’s by-laws and the internal regulations (i)Powers in the area of control: of the Board of Directors, the fol lowing decisions It controls the management; require the prior authorization of the Board of • Directors: •It reviews the financial position, l iquidity and Adoption of the annual budget; commitments of Rexel and its subsidiaries; • • Adoption of the strategic plan; •It reviews the liquidity of Rexel and its subsidiaries; • Proposed shareholder resolutions in relation to •It reviews the financial statements auditing process distributions (including dividends or reserves) to and information provided to the shareholders and the shareholders; to the market; and Proposed shareholder resolutions in relation to the • •It authorizes related-party agreements. replacement of the Statutory Auditors; REXEL 2017 – REGISTRATION DOCUMENT 75