CORPORATE GOVERNANCE •Adoption of significant changes to the accounting of the relevant matter to the Committee and may methods; be passed only after the relevant Committee has Rexel’s acceptance of and resignation from any submitted its recommendations or proposals. • office as a member of a board of directors or equivalent body, and the nomination and dismissal Meetings of the Company’s permanent representatives at The Board of Directors meets whenever the best such boards or equivalent bodies; interests of the Company so require, and at least once every quarter, at meetings convened by its •Proposed shareholder resolutions and exercise Chairman or Deputy Chairman in accordance with of delegations of authority or powers granted by the provisions of the by-laws. the shareholders’ meeting in relation to the issue of shares or securities conferring access to the The convening notice as wel l as the documents share capital of the Company, or of a company necessary to the duties of the directors are sent that holds more than one-half of its share capital three business days prior to each meeting of the (whether directly or indirectly), or of a company Board of Directors. whose share capital is more than 50%- held by the Company (whether directly or indirectly), or of Meetings held by videoconference or other means securities conferring the right to the allotment of of telecommunication debt securities, in each case whether immediately The directors can take part in Board meetings and/or in the future; by videoconference or any other means of Proposed resolutions to the shareholders’ meeting telecommunication, in accordance with the law and • in relation to share buyback programmes; the provisions of the by-laws. •Acquisitions and disposals of any businesses, Majority rules holdings in any companies or assets, and In accordance with the Company’s by-laws, decisions incurrence of any investment expenditure, in each are made by majority vote of the Directors who are case for an enterprise value in excess of an amount present or represented; each Director holds one determined by the Board of Directors; vote and may not represent more than one fel low •Decisions to create a business division or subsidiary director. or to invest in a business division or to acquire an interest in a business in a country where the In the event of a tie, the Chairman of the meeting Company is not active; shal l have a casting vote if (and only if) the Board of Directors comprises an even number of directors •Indebtedness (including by means of bond issues) in office, and only at meetings presided by the or assumption of liabilities, in each case for an Chairman of the Board of Directors. amount in excess of a threshold determined by the Board of Directors; Code of Conduct of the Board of Directors •Al lotment of stock options, free shares or other The Board of Directors, a collegiate body, is required plans involving Company equity-securities in favor to act in Rexel’s corporate interests under al l of employees of the Company or its subsidiaries; circumstances. •Signing of any merger, demerger or contribution The Directors carry out their duties with loyalty and agreement; professionalism. •Listing of securities of the Company or of any of its The Directors make sure to avoid conflicts of interest subsidiaries on a regulated market; between their personal interests and those of Rexel. Any transaction resulting in a significant change in Accordingly: • the business of the Company and its subsidiaries; The Directors ensure that their independence • and of judgment, decision and action is at al l times •Any settlement or compromise in relation to protected. They agree not to be influenced by any any dispute involving an amount in excess of a factors contrary to the corporate interest that they threshold determined by the Board of Directors. are duty bound to defend; and • The Directors undertake to avoid confl icts Prior consultation of the Committees between their moraland material interests Insofar as possible and depending on the and those of the Company. They inform the circumstances, any del iberation of the Board of Senior Independent Director of any effective Directors on a matter fal ling within Committee’s or potential confl icts of interest in which they scope of competence shall be preceded by a referral may be involved. In such case, they abstain from REXEL 2017 – REGISTRATION DOCUMENT 76