FFP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Composition and operating procedures of the Board committees

Composition and operating procedures of the Board committees

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The Board of Directors has three committees. They are standing committees. The role and operating rules of each of these committees are laid down in the Internal Rules, the principles of which are included hereinafter. The Governance, Appointments and Remuneration Committee has five directors, three of whom are independent based on the AFEP-MEDEF criteria. It has the following members: O Georges Chodron de Courcel, Chairman of the committee; Jean-Philippe Peugeot; O Marie-Hélène Peugeot-Roncoroni; O Patrick Soulard; O Marie-Françoise Walbaum. In accordance with the AFEP-MEDEF Corporate Governance Code, a majority of the members of this Committee are independent. The Governance, Appointments and Remuneration Committee presents its recommendations in the following four areas: Concerning the Board of Directors: O reappointment or appointment of directors; O creation and composition of the Board committees; O potential changes to the structure, size and composition of the Board of Directors; O review of the criteria used by the Board to qualify a director as independent; examination every year on a case-by-case basis of the status of each director or director candidate based on the independence criteria adopted. Concerning the Chairman and Chief Executive Officer and the Chief Operating Officer: O reappointment of the Chairman and Chief Executive Officer and the Chief Operating Officer; O succession plan for executive directors applicable in particular in the event of the unexpected vacation of their office; O individual remuneration of the Chairman and Chief Executive Officer and the Chief Operating Officer; O remuneration of the Vice-Chairman or Vice-Chairmen; O amount and scale for dividing up the attendance fees allotted to the directors and to the committee members; O general policy for the award of stock (subscription or purchase) options, bonus shares and the general policy on incentives. Concerning the Company’s representatives on the Board of Directors or Supervisory Board of third-party companies: O designation of the Company’s representatives on the Board of Directors or Supervisory Board of third-party companies. Concerning governance: O possible modes of Executive Management; O monitoring changes in the corporate governance rules, especially those affecting the Code to which the Company refers;

O assessment of the operating procedures of the Board and its committees; O updates to its Internal Rules. A committee member will not take part in voting when, where appropriate, the committee is considering his/her remuneration or independence. He/she should not be present when such matters are discussed. The committee meets at least once every year, when convened by its Chairman. A schedule of committee meetings is drawn up at the end of the previous year. Ten to fifteen days prior to the committee meeting, a notice of meeting, accompanied by the agenda and draft minutes of the previous meeting, is sent to each member for their observations on the draft version. Where appropriate, in the week preceding the committee meeting, the members are sent papers containing the preparatory documents for the agenda points. The committee met four times during 2017. The average attendance rate at this committee was 95%. In 2017, the committee considered the following matters: O the composition of the Board of Directors; O the status review of the independent directors; O the status of succession planning; O assessment of the operating procedures of the Board and its committees; O the allocation of attendance fees; O the remuneration of the Chairman and Chief Executive Officer and of the Chief Operating Officers; O the remuneration policy for management with the introduction of an incentive plan; O the review of the Chairman’s report on the preparation and organisation of the work of the Board of Directors and on internal control procedures. The Governance, Appointments and Remuneration Committee reports to the Board on its work. The Investments and Shareholdings Committee has seven directors, three of whom are independent based on the AFEP- MEDEF criteria. It has the following members: O Robert Peugeot, Chairman of the committee;

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O Georges Chodron de Courcel; O Luce Gendry, Dominique Netter; O Jean-Philippe Peugeot, Xavier Peugeot; O Marie-Hélène Peugeot-Roncoroni.

The committee formulates an opinion on potential investments and disposals presented to it by FFP’s Executive Management, before formal approval is given by the Board of Directors. To this end, it reviews all aspects of the transactions and makes sure that they are consistent with FFP’s strategy, meet its investment criteria and are compatible with its financial position. Treasury investments and portfolio investment securities are not covered by this procedure.

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FFP

2017 REGISTRATION DOCUMENT