CORPORATE GOVERNANCE 3.1.2.1 Audit and Risk Committee NUMBER OF MEETINGS HELD CHAIRMAN NUMBER OF MEMBERS INDEPENDENCE RATE IN 2017 AVERAGE ATTENDANCE RATE Fritz Froehlich 5 100% 4 85% Members of the Audit and Risk Committee The members of the Audit and Risk Committee As at December 31, 2017, the Audit and Risk are appointed for their expertise in accounting and Committee was made up of the following members: finance matters. •Fritz Froehl ich (Chairman and Independent Competence Director); The Audit and Risk Committee monitors the •Thomas Farrell (Independent Director); elaboration and the control of the financial and Ian Meakins (Independent Director); accounting information. It assists the Board of • Directors in ascertaining the accuracy and fairness of •Elen Phillips (Independent Director); and the company and consolidated financial statements •Maria Richter (Independent Director). of Rexel and the qual ity of the information provided. Its mission, as assigned by the Board of The members of the Audit and Risk Committee Directors when preparing the parent company and are appointed on the basis of specific skil ls in the consolidated financial statements, which are drawn financial or accounting fields, in consideration of their up annually, half-yearly and quarterly in accordance academic education and professional experience, in with applicable regulations, and when preparing particular in connection with the preparation, audit any del iberations with respect to the financial and analysis of financial statements, accounting statements of Rexel, is to make recommendations issues and risk follow-up and management. and submit proposals to the Board of Directors in all Each of the members of the Audit and Risk areas listed below: Committee has ski l ls in the financial and/or Review and audit of the accounting and financial • accounting fields. In addition, the members of the information: Audit and Risk Committee are informed of the Rexel Group’s accounting, financial or operational – Knowledge of the scope of consol idation, specificities. accounting methods and audit procedures; The independence criteria of the Directors are – Review of the drawing-up process of the set out in paragraph 3.1.1.3 “Rules governing the financial information, and where appl icable, membership and operation of the Board of determination of guidelines in order to guarantee Directors” of this Registration document. Within the their integrity; Audit and Risk Committee, at December 31, 2017, – Review of the quarterly, half-yearly and annual al l of the members were therefore considered as financial statements, and in particular analysis of independent, i.e., an independence rate of 100%. provisions, and of material risks and off-balance sheet commitments; Operation of the Audit and Risk Committee – Knowledge of accounting positions taken in The main provisions of the internal regulations of the recognizing material transactions; Audit and Risk Committee are set out below. Such – Submission of recommendations to the Board provisions take into account the conclusions of the of Directors on proposed adoptions of material working group on audit Committee set up by the changes to accounting methods; AMF. – Review of the Group’s financial position, review Members and issue recommendations to the Board of Directors on any borrowing or assumption of The Audit and Risk Committee is made up of a liabilities by the Company in an amount exceeding maximum of 7 members and includes independent the threshold which such transactions are subject directors. At least one of the independent directors to prior approval by the Board of Directors; must have expertise in financial and accounting matters. – Review of the procedures for preparing information provided to shareholders and to the The executive corporate officers cannot be members market and review of the Group press releases of this Committee. relating to accounting and financial information. REXEL 2017 – REGISTRATION DOCUMENT 80