CORPORATE GOVERNANCE Independence rate of 80% (excluding the director and duration of Compensation Committee meetings representing the employees). must be such that they allow for in-depth review and discussion of the matters falling within its scope of Operation of the Compensation Committee competence. The main stipulations of the internal regulations of the Compensation Committee effective as at The work of the Compensation Committee during December 31, 2017, are set out below. the financial year ended on December 31, 2017 The Nomination and Compensation Committee Members met on 5 occasions between January 1 and July 28, The Compensation Committee is made up of a 2017, date on which it was split into two different maximum of 7 members and includes independent committees. The Compensation Committee met directors. It is chaired by an independent director. on 3 occasions in the course of 2017. In total, the The executive corporate officers cannot be members matters relating to the duties of the Compensation of this Committee. Committee where the purpose of 8 meetings during the year 2017. Powers The attendance rate at the meetings of the The Compensation Committee has the fol lowing Compensation Committee for the year 2017 was responsibilities: 100% for the Nomination and Compensation •Make recommendations to the Board of Directors Committee and 86.67% for the Compensation on the compensation of the Chairman of the Board Committee. It reported on its duties to the Board of of Directors and of the Chief Executive Officer and Directors. Deputy Chief Executive Officers, and on the rules In 2017, its works related to, in particular: for determining the variable components of such compensation as well as any additional items such •The variable compensation in respect of the as retirement schemes and benefits in kind; financial year ended December 31, 2016 of the executive corporate officers; •Make recommendations to the Board of Directors on the allocation of the directors’ fees; •The compensation in respect of the financial year ended December 31, 2017 of the executive •Be informed of the proposed severance corporate officers, in particular the compensation payments in connection with the termination of items paid to Catherine Guillouard at the time of the employment contract of the Chief Executive her departure; Officer or Deputy Chief Executive Officers, and provide its opinion in relation thereto to the •The allocation of performance shares; Chairman of the Board of Directors; Directors’ compensation (attendance fees), and, • •Express its views on the stock options and free in particular, the application of attendance fees to shares allotment policy in respect of all categories the director representing the employees; of beneficiaries and particularly the Chief The compensation of the Chairman of the Board Executive Officer, the Deputy Chief Executive • Officers and the members of the Company’s of Directors; Executive Committee; make a recommendation •The compensation pol icy of the Executive on the allotment periodicity and allotment terms Committee members; and and conditions; and The various legislative and regulatory evolutions, • •Make recommendations on the compensation in particular those related to the law referred to as policy for members of the Executive Committee. “Sapin 2” (including say on pay) and the updating On this occasion, the Committee may invite the of the Afep-Medef Code; executive corporate officers to participate in the The developments in connection with the terms of meeting dedicated to the compensation of the compensation of the executive corporate officers members of the Executive Committee. are set out in paragraph 3.2 “Compensation of the Operations corporate officers” of this Registration document. The Compensation Committee meets at least once The executive corporate officers may be invited to each year and, in any case, each times that it deems participate in the meetings by the members of the necessary and prior to those Board of Directors’ Committee in order to express their views on the meetings at which matters fal ling within its scope compensation of the members of the Executive of competence are to be reviewed. The frequency Committee. REXEL 2017 – REGISTRATION DOCUMENT 84