CORPORATE GOVERNANCE on December 31, 2016, the l imited review of the to the Nomination and Compensation Committee. summary half-year financial statements as at The Board of Directors meeting of July 28, 2017, June 30, 2017 and of the procedures fol lowed for decided to split the Nomination and Compensation the purpose of the summary quarterly financial Committee into two separate committees: the statements as at March 31, 2017 and September 30, Nomination Committee and the Compensation 2017. They were also heard by the members of the Committee. Committee at each meeting excluding the presence of the management of the Rexel Group. This section describes the organization of the Nomination Committee as wel las the work carried out by the Nomination and Compensation 3.1.2.2 Nomination Committee Committee unti l July 28, 2017 as wel l as those Unti lJuly 28, 2017, the works relating to carried out by the Nomination Committee as of appointments and compensation were entrusted July 28, 2017. NUMBER NUMBER OF MEETINGS AVERAGE COMMITEE CHAIRMAN OF MEMBERS INDEPENDENCE RATE HELD IN 2017 ATTENDANCE RATE Nomination and François Henrot 6 100% 5 100% Compensation Committee Nomination Committee Herna Verhagen 6 83% 2 80% Members of the Nomination Committee offices of the directors and of the Chairman of As at December 31, 2017, the Nomination Committee the Board of Directors, of the members and of the was made up of the following members: chairman of the Committee, of the Chief Executive Herna Verhagen (Chairman and Independent Officer and of the Deputy Chief Executive Officers, • and issue recommendations on the candidates Director); considered, in terms of expertise, availabil ity, •Marcus Alexanderson (non-independent director); appropriateness and complementarity with other •Thomas Farrell (Independent Director); Directors or of executive management; •François Henrot (Senior Independent Director); Ian Meakins (Independent Director); and •Be informed of any appointment, dismissal or • termination of the functions of any Executive •Elen Phillips (Independent Director). Committee member; The independence criteria of the Directors are Proposals in relation to the qual ification as • detailed in the paragraph 3.1.1.3 “Rules governing the independent directors; membership and operation of the Board of Directors” of this Registration document. At December 31, •Verify compliance with the independence criteria 2017, 5 out of 6 members of the Nomination and issue opinions thereon, as required, and advise Committee were considered as independent, i.e., an the Chairman of the Board of Directors on the independence rate of 83%. number of independent directors; •Be in a position at any time to formulate a proposal Operation of the Nomination Committee on a potential successor to the Chairman of the The main stipulations of the internal regulations of Board of Directors or to the Chief Executive Officer; the Nomination Committee are set out below. and Members •Issue a recommendation, on the Chief Executive The Nomination Committee is made up of a Officer’s proposal, on the Company’s acceptance maximum of 7 members and includes independent of and resignation from any office as a Director or directors. It is chaired by an independent director. any equivalent body and on the nomination and The executive corporate officers cannot be members dismissal of permanent representatives of Rexel of the Nomination Committee. on such Board of Directors or equivalent bodies. In connection with the aforementioned powers, the Powers members of the Committee may invite the executive The Nomination Committee has the fol lowing corporate officers to participate in the works in responsibilities: order to express their views on the proposed •Make proposals in relation to appointment, appointments, except where their personal situation termination/dismissal and on the renewal of the is concerned. REXEL 2017 – REGISTRATION DOCUMENT 82