CORPORATE GOVERNANCE taking part in the debates and in any decision These share retention obligations do not apply to on the relevant matters and do not receive any the director representing the employees. document relating to the situation that creates, even potentially, a conflict of interest. Board Committees The Senior Independent Director, or the Chairman if The Board of Directors may create Committees to the Senior Independent Director is concerned by the assist it in carrying out its duties (see paragraph 3.1.2 conflict of interest, may review, at his own option, any “Committees of the Board of Directors” of this current or potential conflict of interests that he may Registration document). become aware of and carry out any investigation in The internal regulations of the Board of Directors order to identify or avoid any conflict. set the rules that apply to each Committee, in particular those rules relating to their composition Compensation and operational procedures, as well as certain rules The ordinary shareholders’ meeting may al locate that are specific to each of the Committees. attendance fees to Directors, in an amount recorded in Rexel’s operating expenses. Such compensation Assessment of the organization and operation remains val id until another decision is made by of the Board of Directors 3 the shareholders’ meeting. The Board of Directors The Board of Directors of Rexel undertakes a self- allocates this compensation among the directors as assessment of its performance on a periodic basis it deems appropriate. and at least once a year. The assessment of the In addition, Directors whose country of residence performance of the Board of Directors is conducted is on another continent than the place of meeting by the senior independent director or the observer(s) of the Board may receive a specific time and travel in office or by an independent director. It may take al lowance of an amount decided by the Board of the form of anonymous questionnaires sent to each Directors. director. Once a year, the results of such assessment are presented to and debated at a meeting of the The Chairman of the Board of Directors, the Chief Board of Directors, under the conduct of an observer Executive Officer, the Deputy Chief Executive or of an independent director. On this occasion, the Officers and the Directors may receive a various items of the mission and duties of the Board compensation in accordance with applicable law and of the directors are reviewed and assessed, and and the Company by-law’s. recommendations (as the case may be) are made for the improved operation of the Board. Holding of shares by the directors In addition, an assessment of the Board of Directors’ For their whole term of office, the Directors must performance is carried out at least once every three hold at least one thousand shares of Rexel . If, years, with the assistance of an external consultant, at the date of his/her appointment, a Director eventual ly under the guidance of an independent does not hold the required number of shares, or director. if, during the course of his/her term of office, he/ For 2017, the assessment of the composition, the she ceases to hold such number of shares, he/ organization and operation of the Board of Directors she shal l be deemed to have resigned from his/ and of its committees was carried out by an her duties unless he/she takes the necessary steps independent consultant, Egon Zehnder. within the time requirements of applicable law and regulations. The assessment shows that, from a governance perspective, the Board of Directors has made good In addition to the requirement to hold one thousand progress as compared to the previous year and Rexel shares, each director, as an individual member follows high-standard practices. The size of the Board or as permanent representative of a legal entity, of Directors appears to be appropriate and allows for shall hold, under the registered form (sous la forme a large diversity in terms of international experience nominative), during the term of his or her mandate, and gender. Directors are high-profile and benefit a number of shares of Rexel corresponding to an from a multi-competencies expertise in terms of amount at least equal to the gross amount of the functions, sectors and geographies. Directors are fixed portion on yearly theoretical basis of the very committed to their functions, as reflected by the attendance fees received by such director. If a attendance rate and their effective participation in director does not hold a sufficient number of shares, the meetings of the Board of Directors. The operation the said director shall progressively acquire the said of the Board of Directors appears to be efficient, in number of shares over a period of four years by particular regarding the frequency and the length using the attendance fees received. of the meetings. The Committees of the Board of REXEL 2017 – REGISTRATION DOCUMENT 77