CORPORATE GOVERNANCE Directors also provide a quality work. In addition, the suggestions have been made to improve the al location of works between the Chairman of the operation of the Board of Directors. In particular, Board of Directors and the Chief Executive Office the Board of Directors cohesiveness and resilience appears to be appropriate, allowing each of them to may be further improved to allow for an alignment efficiently perform his assignments. Finally, the focus of strategic interests and smooth future transitions. of the Board of Directors on operational matters has In addition, developing the long term strategy and allowed it to efficiently manage the challenges that favor innovation will be key challenges for the Board Rexel had to face over the last years. Nevertheless, of Directors. areas for improvement remains possible and 3.1.1.4 The work of the Board of Directors during the 2017 financial year NUMBER OF NUMBER OF MEETINGS AVERAGE CHAIRMAN MEMBERS INDEPENDENCE RATE (1) FEMALE DIRECTORS (1) HELD IN 2017 ATTENDANCE RATE Ian Meakins 11 80% 40% 12 98.10% (1) Excluding the Director representing the employees. During the financial year ended on December 31, • The Rexel Group’s budget for the 2017 and 2018 2017, the Board of Directors, met on 12 occasions. financial years as well as the strategic multi-year The Board of Directors deliberated on, inter alia plan; : The review of the financial statements for the • The envisaged disposals of the Rexel Group; • financial year ended on December 31, 2016, and • The risk-mapping review; the related financial disclosure; The evolution of the membership of the Board of • •The review of the 2016 Registration document and Directors related information; The succession plan of the CEO; • •The compensation of the executive corporate The amendment of the Markets Ethics Charter officers; • and the internal procedure of characterization and •The yearly approval and review of the related management of privileged information; party agreements; The presentation of the assessment of the Board • •The approval of the management report of the of Directors; Chairman of the Board of Directors; The decision relating to the term of office of the • •The preparation of Rexel ’s Ordinary and Deputy Chief Executive Officer; Extraordinary Shareholders’ Meeting of May 23, The evolution of the internal rules of the Board of 2017; • Directors; •The review of the quarterly and half-year financial The social and environmental responsibility of the statements and related financial disclosure; • Group; and •The split of the Nomination and Compensation The implementation of the share repurchase plan. Committee; • The review of the work of the Committees of the The Board of Directors was further informed of the • progress made on the main structuring projects Board of Directors; conducted by the Rexel Group subsidiaries. REXEL 2017 – REGISTRATION DOCUMENT 78