CORPORATE GOVERNANCE The attendance rate at the meetings of the Board of Directors and of the Committees was as follows: NOMINATION AND COMPENSATION NOMINATION COMMITTEE COMMITTEE BOARD OF DIRECTORSAUDIT AND RISK COMMITTEE(UNTIL JULY 28, 2017)(FROM JULY 28, 2017)COMPENSATION COMMITTEE NUMBER OF ATTENDANCENUMBER OF ATTENDANCENUMBER OF ATTENDANCENUMBER OF ATTENDANCENUMBER OF ATTENDANCE DIRECTORS MEETINGS RATE MEETINGS RATE MEETINGS RATE MEETINGS RATE MEETINGS RATE Ian Meakins (1) 11 92% 0 0% 5 100% 1 50% 2 67% François Henrot (2) 12 100% 1 33.33% 5 100% 1 50% 2 67% Marcus Alexanderson (3) 6 100% 2 100% 3 100% – – – – Patrick Berard (4) 5 100% – – – – – – – – Julien Bonnel (5) 2 100% 2 100% – – – – – – Thomas Farrell 12 100% 4 100% 5 100% 2 100% – – Fritz Froehlich 12 100% 4 100% 5 100% – – – – Elen Phillips 12 100% 4 100% – – 2 100% – – Maria Richter 12 100% 4 100% 5 100% – – 3 100% Agnès Touraine (6) 10 100% 3 100% 3 100% – – – – Herna Verhagen (7) 11 92% 3 100% 2 100% 3 – – – – Average rate 98.10% 85% 100% 80% 86.67% (1)I an Meakins is a member of the Audit and Risk Committee since July 28, 2017. (2) François Henrot was a member of the Audit and Risk Committee until July 28, 2017. (3) Marcus Alexanderson was co-opted as director by the Board of Directors on May 15, 2017. This co-option is subject to the approval of the shareholders’ meeting of May 24, 2018. (4) Patrick Berard was co-opted as director by the shareholders’ meeting of May 23, 2017. (5) Julien Bonnel was appointed as a director representing the employees on November 17, 2017. He is a member of the Compensation Committee since this date. (6) Agnès Touraine was co-opted as director by the Board of Directors on February 10, 2017. This co-option was approved by the shareholders’ meeting of May 23, 2017. She was a member of the Nomination and Compensation Committee from February 10 to July 28, 2017. (7) Herna Verhagen was member of the Audit and Risk Committee until July 28, 2017. 3.1.2 Committees of the Board of DirectorsIn order to validly deliberate, at least half of the members must be in presence. A Committee member The Board of Directors may create Committees tomay not be represented by another member. assist it in carrying out its duties. The Committee’s recommendations or proposals are As at December 31, 2017, the three Committees ofissued by a majority vote of the members and the the Board of Directors were as follows: the Audit andchairman does not have a casting vote in case of a tie. Risk Committee, the Nomination Committee and theAfter having informed the Chairman of the Board of Compensation Committee. The Board of DirectorsDirectors (and the Chief Executive Officer in cases meeting of July 28, 2017, upon recommendation of the(i) and (ii) below) and subject to reporting to the Nomination and Compensation Committee, decidedBoard of Directors, each of the Committees may, in to split its duties among two separate committees.the exercise of its duties: The Board, taking into account the major works to be carried out within the Group in respect of the (i)Have Rexel provide it with any document that it succession and of the strengthening of the legaldeems useful for the performance of its duties; and regulatory provisions relating to management (ii)Organize a meeting with the Chief Executive compensation, decided that it was preferable to splitOfficer or any other person that the Committee the duties of the Nomination and Compensationdeems fit to meet with; and Committee among two different committees – the Nomination Committee and the Compensation (iii)Be assisted in its meeting by any third party of Committee – in order to allow the members of suchits election (expert, counsel, lawyer or statutory committee to dedicate the necessary time to the auditor). various matters submitted to them. The Committees may also invite the Chief Executive The Committees are responsible for providing theOfficer to attend their meetings. Board of Directors with their opinions, proposals orEach of the Board of Directors’ Committees may recommendations. Their powers are strictly advisorydraw up internal regulations that shall be approved and they discharge their duties under the Board ofby the Board of Directors and which complement Directors’ responsibility. the provisions of its internal regulations. REXEL 2017 – REGISTRATION DOCUMENT 79