CORPORATE GOVERNANCE 3.1.3 Executive Management Upon its meeting of February 20, 2017 the Board of As of the date of this Registration document, Directors decided to terminate the duties of Catherine Rexel’s executive management is exercised by a Gui l louard as Deputy Chief Executive Officer, Chief Executive Officer. This mode of executive effective on February 20, 2017, due to a difference management results from the decision of the Board of opinions in respect of the implementation of of Directors to dissociate the functions of Chairman the new strategic orientations of Rexel. Catherine of the Board of Directors and of Chief Executive Guil louard had been initial ly appointed as Deputy Officer (Please see paragraph “Dissociation of Chief Executive Officer on May 22, 2014. the duties of Chairman of the Board of Directors Catherine Guil louard has not been replaced in her and of Chief Executive Officer” in the introduction duties of Deputy Chief Executive Officer. of paragraph 3.1 “Administration bodies and management” of this Registration document). 3.1.4 Executive Committee The Board of Directors has appointed Patrick Berard Rexel’s operational organization is structured around as Chief Executive Officer, effective on July 1, 2016. an Executive Committee. The decisions requiring the prior authorization of the The Executive Committee includes as at the date of Board of Directors are described in paragraph 3.1.1.2 this Registration document 10 members, including 5 3 “Rules governing the membership and operation in charge of key operating activities: of the Board of Directors” of this Registration document. Patrick Berard Chief Executive Officer GROUP DUTIES Laurent Delabarre Group CFO Nathalie Wright Group Digital and IT Transformation Director Sébastien Thierry General Secretary and Secretary of the Board of Directors Frank Waldmann Group Human Resources Director OPERATIONAL FUNCTIONS Jeff Baker Chief Executive Officer and Senior Vice President of Rexel USA Joakim Forsmark General Manager Nordics John Hogan General Manager United Kingdom Brian McNally Chief Executive Officer Rexel North America Eric Gauthier General Manager Asia-Pacific The Executive Committee meets on a regular basis •No Director or member of Rexel’s Executive to define the Rexel Group’s strategy, coordinate Management has been associated with any initiatives (particularly with respect to operations), “bankruptcy”, receivership or liquidation within monitor Rexel Group’s performance and ensure the the last five years; implementation of cross-divisional projects for the No Director or member of Rexel’s Executive • Rexel Group. Management has been the subject of any official public incrimination or sanctions by statutory or 3.1.5 Statements concerning the Board regulatory authorities within the last five years; and of Directors No Director or member of Rexel’s Executive • To Rexel’s knowledge: Management has been disqual ified by a court There are no family ties between the Directors and from acting as a member of an administrative, • the members of Rexel’s Executive Management; management or supervisory body of any issuer or from participating in the management or conduct •No Director or member of Rexel’s Executive of the business of any issuer within the last five Management has been convicted of fraud within the years. last five years; REXEL 2017 – REGISTRATION DOCUMENT 85