GECINA - REFERENCE DOCUMENT 2017

05

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

This annual assessment revealed, both on a statistical basis as on the merits of the comments issued, that the Directors were satisfied, or very satisfied, particularly about: the compliance of the Board’s operation with corporate ■ governance rules; an open forum for debate during Board Meetings; ■ improvement in the content of the files presenting ■ strategic decisions submitted to the Board; the excellent contributions and extended expertise of the ■ Board members; the implementation by the Committees of their duties. ■ Some Directors expressed the wish for improvement in the following areas: additional time allocated by the Board to topics related to ■ technological risks and the risk of property obsolescence, as well as risks associated with the new economy; receive more information about the company’s operation ■ and internal organization; continued diversification of the Board’s competences. ■ Following the desire for improvement expressed during the 2016 and 2017 assessments, several actions have since been implemented, such as: the organization, for all Directors, of asset tours and ■ meetings with the company’s key officers; the integration of new skills on the Board of Directors, ■ upon the renewal of Directors’ terms of office; the establishment of a Board work plan more focused on ■ strategy and on the company’s priority issues; finalization of the succession plan for executive corporate ■ officers. For 2018, a formal assessment will be carried out with the support of an external consultant. Evaluation of the performance of Executive Management (“Executive Session”) Pursuant to the recommendations of the AFEP-MEDEF Code, the Directors meet at least once a year, without the CEO, to evaluate the Executive Management’s performance of its duties. As Ms. Méka Brunel took up her office as CEO in January 2017, a first executive session, at which the Directors will review the performance of her duties, will be held in 2018. It should be noted that in 2015 and 2016, executive sessions were held concerning the CEO at that time, Mr. Philippe Depoux.

5.1.4

CONFLICTS OF INTEREST AMONG THE ADMINISTRATIVE, MANAGEMENT AND EXECUTIVE OFFICERS

The internal regulations of the Board of Directors and the Directors’ charter, in accordance with the AFEP-MEDEF recommendations, set out the rules to be followed by Directors in the area of prevention and management of conflicts of interests. Article 2 of the Board of Directors’ internal regulations state that “ The Director shall inform the Board of any situations of conflict of interest, even potential, and shall refrain from participating in the vote on the corresponding deliberation ”. Article 14 of the Directors’ charter provides further clarity on the issue by stating that: “ The Director undertakes to ensure that the interests of the company and of all its shareholders prevail under all circumstances over direct or indirect personal interests. Any Director who may, even potentially, be it directly or through an intermediary in a situation of conflict of interests with respect to the corporate interest, owing to the duties that he or she performs and/or the interests that he or she owns elsewhere, undertakes to inform the Chairman of the Board of Directors or any person designated by said Chairman. In the event of a conflict of interests, the Director shall refrain from participating in the debates and decision-making on the issues concerned and may have to leave the Board Meeting during the debates or voting, where necessary. This rule shall be waived if all Directors have to abstain from taking part in the vote owing to the application of this rule. Pursuant to the law, each Director shall communicate to the Chairman of the Board any agreement to be concluded directly or by the intermediary of another person, with the company or its subsidiaries, except where it is not material for any of the parties owing to its object or financial implications. Regarding a legal entity which is a Director, the agreements concerned are those concluded with the company itself and the companies that it controls or which control it as defined by Article L. 233-3 of the French Commercial Code. The same applies for agreements in which the Director is indirectly interested. The Director may, for any ethical issue, even occasional, consult the Chairman of the Board of Directors or the Chairman of the Governance, Appointment and Compensation Committee.” Each year, the Governance, Appointment and Compensation Committee devotes a point of its agenda to reviewing potential situations of conflict of interest. For transactions for which there could be a conflict of interests (acquisition, disposal of assets, etc.), the Board of Directors ensures that the aforesaid rules are strictly followed. Furthermore, the information or documents linked to such transactions are not disclosed to the Directors in such situations of conflicts of interests, even potential ones. To Gecina’s knowledge:

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