FFP_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE

Operating procedures of the Board of Directors

Operating procedures of the Board of Directors

2.2

Lastly, at each Board of Directors’ meeting, the members are informed of the Company’s financial position in a presentation covering the following points entitled “Activities of the Company since the latest meeting”: O investments/divestments; O main shareholdings; O management of portfolio investment securities; The Chief Operating Officer generally makes this presentation. The guiding principle at all times is that all directors should be able to have their say in discussions. Decisions are made based on a majority vote of members present or represented. In the event of a split vote, the Chairman of the meeting holds a casting vote. In 2017, the Board of Directors met ten times. O changes in Net Asset Value; O the debt and treasury position.

The Board of Directors sets the Company’s strategic direction and oversees its implementation. Subject to the powers expressly reserved for General Meetings and without exceeding the corporate objects, it deals with any matters affecting the smooth running of the Company. The rules on the operation of the Board of Directors are laid down in law, the Articles of Association, FFP’s Internal Rules and the Stock Market Code of Ethics (hereinafter the “Internal Rules”). These Internal Rules state how the Board of Directors should be organised so that it conducts its tasks as effectively as possible. They aim to present all the duties incumbent upon each director and the role of the Board of Directors. They lay down the internal procedures for the Board of Directors, state the role of the Chairman of the Board of Directors and specify that the Chairman of the Board of Directors will also hold the duties of Chief Executive Officer. The Internal Rules lay down formal terms of reference for the specialised committees that act under authority of the Board of Directors. The Internal Rules are included in the Registration Document. Throughout the year, the Board of Directors implements the checks and controls that it deems appropriate and may ask for any documents that it considers useful for the fulfilment of its duties. The Board of Directors meets as often as required by the Company’s interests, when convened by the Chairman or, failing this, by one of the duly appointed Vice-Chairmen. A schedule of meetings of the Board of Directors is drawn up at the end of the previous year. Ten to fifteen days prior to the meeting of the Board of Directors, a notice of meeting, accompanied by the agenda and draft minutes of the previous meeting, is sent to each director for their observations prior to the meeting of the Board of Directors. The Board of Directors may thus engage directly in a debate concerning the agenda. Where appropriate, in the week preceding the Board of Directors’ meeting, the members are sent papers containing the preparatory documents for the agenda points.

Date of meeting

Attendance rate

21 February 2017 28 February 2017

100%

80%

9 March 2017 3 April 2017 11 May 2017 22 June 2017

100%

90%

100%

90% 90% 90% 90%

6 July 2017

29 August 2017

11 September 2017 21 November 2017

100% 93%

AVERAGE ATTENDANCE RATE

64

FFP

2017 REGISTRATION DOCUMENT