CORPORATE GOVERNANCE •Fol low-up of the performance of their duties by Audit and Risk Committee meetings must be such the statutory auditors: that they allow for in-depth review and discussion – Monitoring of the work of the statutory auditors of the matters falling within the Committee’s scope. of the consolidated and company quarterly, half- yearly and annual financial statements; The work of the Audit and Risk Committee during – Reporting to the Board of Directors on the the financial year ended on December 31, 2017 outcome of the mission of certification of the The Audit and Risk Committee met on four financial statements, on the manner in which occasions in the course of the 2017 financial year, this mission contributed to the integrity of the in particular prior to the meetings of the Board of financial information and on the role carried out Directors called to approve the financial statements, in this process, and immediate information on and reported on its work to the Board of Directors. any difficulty encountered; The attendance rate at the meetings of the Audit – Fol low-up of the controls carried out by the and Risk Committee amounted to 85% for the 2017 Audit Office Control Board (Haut Conseil du financial year. commissariat aux comptes). Control of the statutory auditors and monitoring The Group Chief Financial Officer, the Chief Risk • Management, Internal Control and Compl iance 3 of the independence of the statutory auditors: Officer, the Chief Financing, Cash Flow and Tax – Steering of the selection procedure applicable Officer, the Group Chief Financial Control ler, the to the statutory auditors; Group Chief Accounting Officer, the Group Chief – Submission of recommendations to the Board Internal Audit Officer, and the Statutory Auditors of Directors on the proposals to the general attended each of these meetings. Other members meeting of shareholders with respect to of the management of the Rexel Group attended appointing, replacing and reappointing the some of these meetings when matters requiring statutory auditors; their expertise were on the agenda. – Knowledge of the amount of fees paid to the In addition, the Audit and Risk Committee may ask statutory auditors and recommendation thereon to hear the Chief Executive Officer if it deems it to the Board of Directors; necessary in view of the matters on the agenda. – Ascertaining that the statutory auditors comply In 2017, its work related to, in particular the review of: with the independence criteria ; and – Approval of the provision of services other than •The financial statements for the financial year the certification of financial statements by the ended on December 31, 2016, the summary half- statutory auditors; year financial statements as at June 30, 2017 and the summary quarterly financial statements as at •Monitoring the efficiency of internal control, risk March 31, 2017 and September 30, 2017; management and internal audit procedures: •The report of the Chairman of the Board of – Submission of recommendations on the mission Directors on the operations of the Board of and organization of the Group’s internal audit Directors and on internal control; department and its action plan; – Review of the main conclusions made by the •The proper appl ication of the accounting internal audit department within its work, principles; followed by a report to the Board of Directors; •The operation of Rexel’s internal control bodies – Review of the contribution of the internal audit (see in particular Chapter 2 “Risk factors and department within the evaluation of the risk internal control” of this Registration document); management process and of the internal control; •The tax situation of the Rexel Group; – Review of the organization and of the The financing conditions of Rexel; • implementation of the internal control guidelines The allocation of profit/loss; within the Group and review of the process for • identifying and monitoring risks. •The renewal of term of office of principal statutory Operations auditor, PricewaterhouseCoopers; and The Audit and Risk Committee meets at least •The internal procedure of characterization and 4 times per year and whenever it deems it necessary. management of privileged information. It meets prior to those meetings of the Board of The Statutory Auditors presented their findings Directors at which matters fal ling within its scope in connection with the audit of the annual are to be reviewed. The frequency and duration of financial statements for the financial year ended REXEL 2017 – REGISTRATION DOCUMENT 81