GECINA - REFERENCE DOCUMENT 2017

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BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

2017 Work

it continued reviewing the insurance program, litigations/disputes and related provisions; it met with the Finance Department, the Internal Audit, Risk and Compliance Department and the Statutory ■ Auditors. The Committee reviewed the budget for the Statutory Auditors and verified the independence thereof, having specifically in this respect, and in accordance with new regulations, granted pre-approval of the duties and services, other than certification, assigned to the Statutory Auditors. Statutory Auditors systematically participate in the Committee’s works relating in particular to the different presentations of accounts, and presented to the Committee the results of the legal audit, the review of certain aspects of internal control and the recommendations issued as well as the selected accounting options. Furthermore, the Committee held an in-depth Meeting with the Statutory Auditors, without the presence of management; continued to devote a portion of its time to the research into and analysis of the EU Audit Reform, ■ covering in particular the increased role of the Audit Committee in terms of the selection of auditors, auditor independence and the pre-approval of services other than the certification of accounts, as well as the enhanced prerogatives of the French auditors’ council ( Haut Conseil du Commissariat aux Comptes ); reviewed current regulations (Sapin II Law/Fight against corruption, European regulation on data protection ■ “GDPR”) and new accounting requirements (new European Accounting Directive, IFRS 9, 15 and 16); checked the existence of a process for appointing the independent third party tasked with verifying CSR ■ information and issued a recommendation on the selection of the latter.

Governance, Appointment and Compensation Committee

Structure

3 members, of which 2 independents and no executive corporate officers Ms. Inès Reinmann Toper, Chairwoman of the Committee ■ Ms. Laurence Danon Arnaud ■ Mr. Claude Gendron ■ The Chair of the Committee has a casting vote in the event of a tie.

Main duties

The Committee: reviews the operation of the Board of Directors and its Committees and makes proposals to improve ■ corporate governance; leads discussions on the Committees in charge of preparing the Board of Directors’ work; ■ supervises the Board of Directors’ assessment procedure; ■ examines the structure of the company’s executive bodies and prepares a succession plan for corporate ■ officers and Directors; makes proposals to the Board of Directors on all aspects of officers’ compensation. ■ The Committee may invite officers and executives of the company and its subsidiaries, Statutory Auditors and, more generally, any person who may be of assistance in achieving its goals, to its meetings. The Committee met 12 times, with an attendance rate of 100%. At these Meetings, the Committee addressed various issues related to governance, appointment and compensation. With regard to governance and appointment, the Committee: reviewed the company’s Executive Management situation and recommended that the Board of Directors appoint Ms. Méka Brunel as Chief Executive Officer, to replace Mr. Philippe Depoux; committed, at the request of the Board of Directors, to the recruitment of a female Independent Director, with the assistance of an external firm selected for this purpose. At the end of this process, the Committee recommended that the Board of Directors propose, at the General Meeting held on April 26, 2017, the appointment of Ms. Laurence Danon Arnaud, to replace Mr. Rafael Gonzalez de la Cueva, whose term of office was expiring. On this occasion, the Committee paid special attention to diversifying the composition of the Board of Directors in terms of establishing a balanced representation of gender and expertise; continued its work on the succession plan for corporate officers and submitted it to the Board of Directors, who approved it. This plan provides for various continuity solutions, both in the event of the planned departure of an officer and in the event of a crisis or accident;

2017 work

154 GECINA - REFERENCE DOCUMENT 2017

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