CORPORATE GOVERNANCE Operation • the appointment of a director representing the The Nomination Committee meets at least once employees within the Board of Directors pursuant per year and whenever it deems it necessary. It to the law known as “Rebsamen”, as wel l as the meets prior to those meetings of the Board of preparation and training time al located to such Directors at which matters fal ling within its scope director; are to be reviewed. The frequency and duration of • the succession plan of the Chief Executive Officer; Nomination Committee meetings must be such that they allow for in-depth review and discussion of the • the evolution of the membership of the Board matters falling within the Committee’s scope. of Directors, as wel l as the duties of each of its members, the renewal of the Chairman of the Board of Directors and of the Deputy Chairman The work of the Nomination Committee during and Senior Independent Director in their duties, the financial year ended December 31, 2017 as wel l as the spl it of the Nomination and The Nomination and Compensation Committee Compensation Committee; met on 5 occasions between January 1 and July 28, amendment of the age limit to exercise the duties • 2017, date on which it was split into two different of Chairman of the Board of Directors and Chief committees. The Nomination Committee then met Executive Officer; and 3 on 2 occasions in the course of 2017. • the review of the members of the Executive In total, the matters relating to the duties of the Committee. Nomination Committee where the purpose of 7 meetings during the year 2017. 3.1.2.3 Compensation Committee The attendance rate at the meetings of the Until July 28, 2017, the works relating to appointments Nomination Committee for the year 2017 was 100% and compensation were entrusted to the sole for the Nomination and Compensation Committee Nomination and Compensation Committee. The and 80% for the Nomination Committee. Board of Directors meeting of July 28, 2017, decided to split the Nomination and Compensation Committee It reported on its duties to the Board of Directors. into two separate committees: the Nomination In 2017, its work related to, in particular, the review Committee and the Compensation Committee. of: This section describes the organization of the The report of the Nomination Committee on the Compensation Committee as wel las the work • independence of the Directors; carried out by the Nomination and Compensation Committee until July 28, 2017 as well as those carried •the yearly renewal of the directors and the co- out by the Compensation Committee as of July 28, option of two directors; 2017. NUMBER OF MEETINGS AVERAGE COMMITTEE CHAIRMAN NUMBER OF MEMBERS INDEPENDENCE RATE HELD IN 2017 ATTENDANCE RATE Nomination and François Henrot 6 100% 5 100% Compensation Committee Compensation Committee Agnès Touraine 6 (1) 80%(2) 3 86.67% (1)Including the Director representing the employees. (2) Excluding the Director representing the employees. Members of the Compensation Committee • François Henrot (Senior Independent Director); As at December 31, 2017,the Compensation • Ian Meakins (Independent Director); and Committee was made up of the following members: Maria Richter (Independent Director). • •Agnès Touraine (Chairman and Independent The independence criteria of the Directors are Director); detailed in the paragraph 3.1.1.3 “Rules governing the Marcus Alexanderson (non-independent Director); membership and operation of the Board of Directors” • of this Registration document. At December 31, •Jul ien Bonnel (Director representing the 2017, 4 members out of 5 of the Compensation employees); Committee were considered as independent i.e., an REXEL 2017 – REGISTRATION DOCUMENT 83